Sec Form 4 Filing - Boor William C @ CLIFFS NATURAL RESOURCES INC. - 2014-08-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Boor William C 2. Issuer Name and Ticker or Trading Symbol CLIFFS NATURAL RESOURCES INC. [ CLF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP Corp Dev & Chief Strat Off (Last) (First) (Middle) 200 PUBLIC SQUARE, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 08/06/2014 (Street) CLEVELAND, OH44114-2315 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 08/06/2014 A 19,320 ( 1 ) A $ 17.15 93,372.7724 D Common Shares 08/06/2014 D 6,430 ( 2 ) D $ 17.15 86,942.7724 D Common Shares 08/06/2014 D 19,320 ( 3 ) D $ 17.15 67,622.7724 D Common Shares 18,717.57 I VNQDC ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Owners hip Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Boor William C 200 PUBLIC SQUARE SUITE 3300 CLEVELAND, OH44114-2315 EVP Corp Dev & Chief Strat Off Signatures /s/ James D. Graham by Power of Attorney 08/13/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a payout of performance shares at 100 percent target for the 2012-2014 and 2013-2015 performance periods which were deemed earned under the change in control provision of the Issuer's 2012 Incentive Equity Plan, as amended. ( 2 )Reflects the number of restricted share units vested from the 2012-2014 and 2013-2015 grants under the Issuer's 2012 Incentive Equity Plan, as amended. The vested shares converted into a cash payment due to a trigger of the change in control provision of the Issuer's 2012 Incentive Equity Plan, as amended. ( 3 )The performance shares were converted into a cash payment due to a trigger of the change in control provision of the Issuer's 2012 Incentive Equity Plan, as amended. ( 4 )Held for the benefit of the Reporting Person by the Issuer's 2005 Voluntary Non-Qualified Deferred Compensation Plan ("VNQDC").

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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