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

1. Name and Address of Reporting Person *

GONCALVES LOURENCO		 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
__X__ Officer (give title below)    _____ Other (specify below)
Chairman, President & CEO
(Last)          (First)          (Middle)

200 PUBLIC SQUARE, SUITE 3300		 3. Date of Earliest Transaction (MM/DD/YYYY)

1/4/2023
(Street)

CLEVELAND, OH 44114-2315
(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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Shares 1/4/2023  A  563864 (1)A$0 2538599 D  
Common Shares 1/4/2023  F  403034 (2)D$17.20 2135565 D  
Common Shares         3000000 (3)I By grantor retained annuity trust 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) Reflects a payout of performance shares for the 2020-2022 performance period earned under the Issuer's 2015 Equity and Incentive Compensation Plan, as amended.
(2) Reflects the mandatory surrender of 255,713 shares underlying performance shares and 147,321 shares underlying restricted share units in payment of the related tax liability incurred on January 4, 2023.
(3) Reflects the Reporting Person's contribution of Issuer common shares to a grantor retained annuity trust since the date of the Reporting Person's last Section 16 report. These shares were previously reflected on the Reporting Person's Section 16 reports as being directly held.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GONCALVES LOURENCO
200 PUBLIC SQUARE
SUITE 3300
CLEVELAND, OH 44114-2315		X
Chairman, President & CEO
Signatures
/s/ James D. Graham by Power of Attorney1/6/2023
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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