| 1. Name
and Address of Reporting Person *
Newport Roger K |
2. Issuer Name and Ticker or Trading
Symbol AK STEEL HOLDING CORP [ AKS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Executive Officer |
|
(Last)
(First)
(Middle)
9227 CENTRE POINTE DRIVE |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/13/2020
|
|
(Street)
WEST CHESTER, OH 45069
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
| 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) |
The Reporting Person has
control over his elderly father's investment portfolio that holds
shares of Common Stock of the Issuer. |
| (3) |
This option, which would
have vested in three equal installments beginning on January 22,
2021, was converted into an option to purchase 160,840 Cliffs
common shares at an exercise price of $7.58 per share on the same
vesting terms. |
| (4) |
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 purchase 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. |
| (5) |
One-third of this option was
vested at the time of the Merger. The option was converted into an
option to purchase 162,857 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. |
| (6) |
Two-thirds of this option
was vested at the time of the Merger. The option was converted into
an option to purchase 112,640 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. |
| (7) |
This option was fully vested
and exercisable at the time of the Merger. |
| (8) |
Represents performance
shares of the Issuer that were previously reported in connection
with a performance share award granted on January 17,
2018. |
| (9) |
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. |
