Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 6:10AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO §240.13D-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF
1934
(Amendment No.1)*
AK Steel Holding Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
001547108
(CUSIP Number)
December
31, 2017
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
x
Rule 13d-1(b)
o
Rule 13d-1(c)
o
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 Act or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s))
CUSIP No. 001547108
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13G
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Page 2 of 7
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1.
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NAME OF REPORTING PERSONS
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TIAA-CREF Investment Management, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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2,497,444
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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2,497,444
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,497,444
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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.79%
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12.
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TYPE OF REPORTING PERSON
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IA
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CUSIP No. 001547108
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13G
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Page 3 of 7
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1.
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NAME OF REPORTING PERSONS
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Teachers Advisors, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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4,654,581
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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4,654,581
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,654,581
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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1.48%
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12.
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TYPE OF REPORTING PERSON
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IA
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CUSIP No. 001547108
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13G
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Page 4 of 7
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Item 1(a).
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NAME OF ISSUER:
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AK Steel Holding Corporation
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Item 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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9227 Centre Pointe Drive
West Chester, OH 45069
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Items 2(a)-2(c).
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NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP OF PERSONS FILING:
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TIAA-CREF Investment
Management, LLC (“Investment Management”)
730 Third Avenue
New York, NY 10017-3206
Citizenship: Delaware
Teachers Advisors,
LLC (“Advisors”)
730 Third Avenue
New York, NY 10017-3206
Citizenship: Delaware
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Item 2(e).
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CUSIP NUMBER:
001547108
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
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Investment
Management
(a)
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o
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Broker or dealer registered
under Section 15 of the Exchange Act.
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(b)
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o
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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o
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Insurance
Company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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o
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Investment
Company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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x
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An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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o
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A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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o
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A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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o
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A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company Act of 1940.
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(j)
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o
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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CUSIP No. 001547108
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13G
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Page 5 of 7
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Advisors
(a)
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o
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Broker or dealer registered
under Section 15 of the Exchange Act.
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(b)
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o
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Bank
as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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o
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Insurance
Company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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o
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Investment
Company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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x
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An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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o
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A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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o
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A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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o
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A church plan that is
excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.
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(j)
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o
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Group,
in accordance with Rule 13d-1(b)(1)(ii)(J).
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If this statement is filed pursuant to Rule
13d-1(c), check this box.
o
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(a) Aggregate amount beneficially owned:
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7,152,025 (See Exhibit A attached)
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(b) Percent of class:
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2.27%
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(c) Number of shares as to which person has:
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Investment Management
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Advisors
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Sole Voting Power:
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2,497,444
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4,654,581
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Shared Voting Power:
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0
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0
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Sole Dispositive Power:
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2,497,444
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4,654,581
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Shared Dispositive Power:
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0
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0
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS
OF A CLASS.
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If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following
x
.
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See Exhibit A attached
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CUSIP No. 001547108
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13G
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Page 6 of 7
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT
ON BEHALF OF ANOTHER PERSON.
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Not Applicable
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
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Not Applicable
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS
OF THE GROUP.
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Not Applicable
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not Applicable
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Item 10.
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CERTIFICATIONS.
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By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect, other than activities solely in connection with nomination under §240.14a-11
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SIGNATURE.
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After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: February 14, 2018
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TIAA-CREF INVESTMENT MANAGEMENT, LLC
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By:
/s/ Stuart
R. Brunet
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Stuart Brunet,
Managing Director
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Chief Compliance Officer
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TEACHERS ADVISORS,
LLC
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By:
/s/ Stuart
R. Brunet
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Stuart Brunet,
Managing Director
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Chief Compliance
Officer
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CUSIP No. 001547108
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13G
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Page 7 of 7
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EXHIBIT A
ITEM 5. OWNERSHIP.
TIAA-CREF Investment Management, LLC (“Investment Management”) is the investment adviser to the
College Retirement Equities Fund (“CREF”), a registered investment company, and may be deemed to be a beneficial owner
of 2,497,444 shares of Issuer’s common stock owned by CREF. Teachers Advisors, LLC (“Advisors”) is the investment
adviser to three registered investment companies, TIAA-CREF Funds (“Funds”), TIAA-CREF Life Funds (“Life Funds”),
and TIAA Separate Account VA-1 (“VA-1”), as well as one or more separately managed accounts of Advisors (collectively,
the “Separate Accounts”), and may be deemed to be a beneficial owner of 4,654,581 shares of Issuer’s common stock
owned separately by Funds, Life Funds, VA-1, and/or the Separate Accounts. Investment Management and Advisors are reporting their
combined holdings for the purpose of administrative convenience. These shares were acquired in the ordinary course of business,
and not with the purpose or effect of changing or influencing control of the Issuer. Each of Investment Management and Advisors
expressly disclaims beneficial ownership of the other’s securities holdings and each disclaims that it is a member of a “group”
with the other.
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