Statement of Ownership (sc 13g)
December 17 2020 - 5:23PM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE
13G
INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
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Cleveland-Cliffs Inc.
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(Name
of Issuer)
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Common
Stock, par value of $0.125 per share
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(Title of Class of Securities)
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December
9, 2020
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ 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 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).
CUSIP
No.
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13G
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Page
2 of 7 Pages
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1
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ArcelorMittal
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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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
Luxembourg
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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
78,186,671(1)
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6
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SHARED
VOTING POWER
0
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7
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SOLE
DISPOSITIVE POWER
78,186,671
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8
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SHARED
DISPOSITIVE POWER
0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,186,671
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.38%(2)
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12
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TYPE
OF REPORTING PERSON
CO
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(1)
Shares of Common Stock, par value of $0.125 per share, are held directly by ArcelorMittal North America Holdings LLC, an
indirect, wholly-owned subsidiary of ArcelorMittal.
(2)
Calculated using a denominator of 477,428,358 shares of common stock of Cleveland-Cliffs Inc., which reflects the 399,241,687
shares issued and outstanding as of October 22, 2020 as reported on the quarterly report on Form 10-Q of Cleveland-Cliffs Inc.
filed with the Securities and Exchange Commission for the quarterly period ended September 30, 2020 plus the 78,186,671 shares
issued to ArcelorMittal North America Holdings LLC on December 9, 2020.
CUSIP
No.
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13G
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Page
3 of 7 Pages
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1
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ArcelorMittal North America Holdings LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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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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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
78,186,671
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6
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SHARED
VOTING POWER
0
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7
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SOLE
DISPOSITIVE POWER
78,186,671(1)
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8
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SHARED
DISPOSITIVE POWER
0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,186,671
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.38%
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12
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TYPE
OF REPORTING PERSON
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Item
1(a).
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Name
of Issuer:
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Cleveland-Cliffs
Inc.
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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200
Public Square
Cleveland,
Ohio
44114-2315
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Item
2(a).
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Name
of Person Filing:
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This
statement is filed by ArcelorMittal and ArcelorMittal North America Holdings LLC, an indirect wholly-owned subsidiary of
ArcelorMittal, with respect to shares of Common Stock, $0.125 par value per share (“Shares”), of the Issuer indirectly
beneficially owned by ArcelorMittal and directly beneficially owned by ArcelorMittal North America holdings LLC.
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Items 2(b).
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Address of Principal Business Office or, if none, Residence:
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The
address of the principal business office of ArcelorMittal is:
24-26,
Boulevard d’Avranches, L-1160 Luxembourg,
Grand
Duchy of Luxembourg
The
address of the principal business office of ArcelorMittal North America Holdings LLC is:
1
South Dearborn Street, 13th Floor
Chicago,
IL 60603
ArcelorMittal
is a company organized under the laws of The Grand Duchy of Luxembourg.
ArcelorMittal
North America Holdings LLC is Delaware limited liability corporation.
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Item
2(d).
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Titles
of Classes of Securities:
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Common
Stock, par value of $0.125 per share
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Item
2(e).
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CUSIP
NUMBER: 185899101
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
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(a)
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☐ Broker or dealer registered under Section 15 of the Exchange Act
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(b)
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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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☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act
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(d)
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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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☐ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940:
see Rule 13d-1(b)(1)(ii)(E)
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(f)
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☐ Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
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(g)
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☐ Parent holding company, in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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☐ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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☐ 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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☐ Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). If filing as a
non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the
type of institution:
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(k)
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☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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The
percentages used herein are calculated using a denominator of 477,428,358 shares of common stock of Cleveland-Cliffs Inc., which
reflects the 399,241,687 shares issued and outstanding as of October 22, 2020 as reported on the Issuer’s quarterly report
on Form 10-Q filed with the Securities and Exchange Commission for the quarterly period ended September 30, 2020 plus the 78,186,671
shares issued to ArcelorMittal North America Holdings LLC on December 9, 2020.
As
of the close of business on December 9, 2020:
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(a)
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Amount
beneficially owned: 78,186,671
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(b)
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Percent
of Class: 16.38%
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(c)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote: 78,186,671
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(ii)
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Shared
power to vote or to direct the vote: 0
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(iii)
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Sole
power to dispose or to direct the disposition of: 78,186,671
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(iv)
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Shared
power to dispose or to direct the disposition of: 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 Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
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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.
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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.
By
signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above
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 not held in connection with or as a participant in any transaction having that purpose
or effect.
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
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ARCELORMITTAL
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By:
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/s/ Henk Scheffer
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Name:
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Henk Scheffer
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Title:
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Company Secretary & Group Compliance & Data Protection Officer
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ARCELORMITTAL
NORTH AMERICA HOLDINGS LLC
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By:
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/s/ Joseph P. Wallace
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Name:
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Joseph P. Wallace
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Title:
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Head of Tax, Legal & Risk Management
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