Sec Form 4 Filing - Alter Joseph C @ AK STEEL HOLDING CORP - 2020-03-13

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 Alter Joseph C 2. Issuer Name and Ticker or Trading Symbol AK STEEL HOLDING CORP [ AKS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP Gen Counsel & Corp Sec (Last) (First) (Middle) 9227 CENTRE POINTE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/13/2020 (Street) WEST CHESTER, OH45069 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 Stock 03/13/2020 D( 1 ) 108,366 D 0 D

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. Ownership 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 Employee Stock Option (Right to Buy) $ 3.03 03/13/2020 D 44,300 ( 2 ) 01/22/2030 Common Stock 44,300 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 2.655 03/13/2020 D 44,818 ( 4 ) 01/23/2029 Common Stock 44,818 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 6.56 03/13/2020 D 31,000 ( 5 ) 01/17/2028 Common Stock 31,000 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 9.78 03/13/2020 D 17,700 ( 6 ) 01/18/2027 Common Stock 17,700 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 1.74 03/13/2020 D 21,200 ( 6 ) 01/20/2026 Common Stock 21,200 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 3.975 03/13/2020 D 15,600 ( 6 ) 01/21/2025 Common Stock 15,600 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 6.205 03/13/2020 D 14,500 ( 6 ) 05/29/2024 Common Stock 14,500 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 6.72 03/13/2020 D 5,500 ( 6 ) 01/22/2024 Common Stock 5,500 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 4.59 03/13/2020 D 4,100 ( 6 ) 01/23/2023 Common Stock 4,100 ( 3 ) 0 D Performance Shares ( 7 ) 03/13/2020 D 13,800 ( 7 ) ( 7 ) 12/31/2020 Common Stock 13,800 ( 7 ) ( 8 ) ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Alter Joseph C 9227 CENTRE POINTE DRIVE WEST CHESTER, OH45069 VP Gen Counsel & Corp Sec Signatures /s/ Joseph C. Alter 03/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated December 2, 2019 (the "Merger Agreement"), among the Issuer, Cleveland-Cliffs Inc. ("Cliffs") and Pepper Merger Sub Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Cliffs, and each share of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.400 (the "Exchange Ratio") of a common share of Cliffs, together with cash in lieu of any fractional Cliffs common shares. The closing price of a share of Common Stock on March 12, 2020 (the last trading day prior to the Merger) was $1.55, and the closing price of a Cliffs common share on the same date was $4.06. ( 2 )This option, which would have vested in three equal installments beginning on January 22, 2021, was converted into an option to purchase 17,720 Cliffs common shares at an exercise price of $7.58 per share on the same vesting terms. ( 3 )In accordance with the terms of the Merger Agreement, each stock option of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested), other than certain options that were canceled in exchange for a cash payment, was automatically converted into an option to pur chase a number of Cliffs common shares equal to the total number of shares of Common Stock subject to such option immediately prior to the effective time of the Merger, multiplied by the Exchange Ratio, and at a per-share exercise price equal to the per-share exercise price applicable to the option immediately prior to the effective time of the Merger, divided by the Exchange Ratio. ( 4 )One-third of this option was vested at the time of the Merger. The option was converted into an option to purchase 17,927 Cliffs common shares at an exercise price of $6.64 per share, with the remaining two-thirds of the option vesting in two equal installments on January 23, 2021 and January 23, 2022. ( 5 )Two-thirds of this option was vested at the time of the Merger. The option was converted into an option to purchase 12,400 Cliffs common shares at an exercise price of $16.39 per share, with the remaining one-thirds of the option vesting on January 17, 2021. ( 6 )This option was fully vested and exercisable at the time of the Merger. ( 7 )Represents performance shares of the Issuer that were previously reported in connection with a performance share award granted on January 17, 2018. ( 8 )In accordance with the terms of the Merger Agreement, each performance share award of the Issuer outstanding immediately prior to the Effective Time of the Merger was automatically converted into a performance share award with respect to a number of Cliffs common shares equal to the number of shares of Common Stock that would have been issued under such performance share award at the achievement of target performance, multiplied by the Exchange Ratio, with the performance goals with respect thereto having been adjusted by the Issuers Management Development and Compensation Committee to take into account the transactions contemplated by the Merger Agreement.

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