Current Report Filing (8-k)
February 18 2021 - 4:20PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of report (Date of earliest event
reported): February 18, 2021 (February 17, 2021)
United
States Steel Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware
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1-16811
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25-1897152
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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600 Grant Street,
Pittsburgh, PA 15219-2800
(Address of Principal Executive Offices,
and Zip Code)
(412) 433-1121
Registrant’s Telephone Number,
Including Area Code
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
¨
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communication pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock
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X
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New York Stock Exchange
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Common Stock
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X
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Chicago Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure
In a press release issued on February 17, 2021, United States
Steel Corporation (the “Company”) announced that, in connection with the Company’s recently completed offering
of 42,000,000 shares of its common stock, the underwriter has exercised in full its option to purchase 6,300,000 additional shares
of common stock (the “Additional Shares”). A copy of the press release is furnished as Exhibit 99.1 hereto.
On February 18, 2021,
the Company issued and sold the Additional Shares to the underwriter. The Additional Shares were sold pursuant to the Company’s
effective shelf registration statement on Form S-3ASR (File No. 333-229713) filed on February 15, 2019 and the related prospectus
dated February 15, 2019, as supplemented by the prospectus supplement dated February 2, 2021 relating to the Additional Shares.
A copy of the opinion of counsel of the Company relating to the validity of the Additional Shares is attached hereto as Exhibit
5.1.
In accordance with General Instruction B.2 of Form 8-K, the
information contained in this Item 7.01 and Exhibit 99.1 is being furnished under Item 7.01 of Form 8-K and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall such information and exhibits be incorporated by reference into
any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
UNITED
STATES STEEL CORPORATION
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By:
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/s/ Manpreet S. Grewal
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Name: Manpreet S. Grewal
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Title: Vice President & Controller
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Dated:
February 18, 2021
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