AG真人平台AG真人试玩

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 OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Yocum Arlene M

听 2. Issuer Name and Ticker or Trading Symbol
CLEVELAND-CLIFFS INC. [CLF]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

200 PUBLIC SQUARE,听SUITE 3300

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2020

(Street)

CLEVELAND,听OH听44114

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	03/13/2020	听	A	听	40,335 ⁽¹⁾ ⁽²⁾	A	⁽¹⁾ ⁽²⁾	40,335	D	听
Common Shares	03/13/2020	听	A	听	2,412 ⁽³⁾	A	$ 0	42,747	D	听

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	听Director	听10% Owner	听Officer	听Other
Yocum Arlene M 200 PUBLIC SQUARE SUITE 3300 CLEVELAND,听OH听44114	听 X	听	听	听

Signatures

听/s/ James D. Graham, By Power of Attorney		听 03/17/2020
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Pursuant to the Agreement and Plan of Merger among AK AG真人平台AG真人试玩 Holding Corporation ("AK AG真人平台AG真人试玩"), the Issuer, and Pepper Merger Sub Inc. ("Merger Sub"), dated as of December 2, 2019 (the "Merger Agreement"), on March 13, 2020, Merger Sub merged with and into AK AG真人平台AG真人试玩, and AK AG真人平台AG真人试玩 survived as a direct subsidiary of the Issuer (the "Merger"). In the Merger, each share of common stock, par value $0.01 per share, of AK AG真人平台AG真人试玩 ("AK AG真人平台AG真人试玩 Common Stock") held by the Reporting Person was converted into the right to receive 0.400 Common Shares, par value $0.125 per share, of the Issuer (plus any cash in lieu of fractional shares).
(2)	Additionally, in the Merger, each AK AG真人平台AG真人试玩 restricted stock unit ("AK AG真人平台AG真人试玩 RSU") held by the Reporting Person was converted into a restricted stock unit relating to a number of whole Issuer Common Shares equal to (A) the number of shares of AK AG真人平台AG真人试玩 Common Stock subject to such AK AG真人平台AG真人试玩 RSU immediately prior to the effective time of the Merger multiplied by (B) 0.400.
(3)	Reflects the number of pro-rata restricted shares granted to the Reporting Person as director compensation pursuant to the Issuer's Amended and Restated 2014 Nonemployee Directors' Compensation Plan.

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