SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CALFEE WILLIAM R
(Last) (First) (Middle)
1100 SUPERIOR AVENUE
15TH FLOOR
(Street)
CLEVELAND OH 44114
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CLEVELAND CLIFFS INC [ CLF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec. V.P. Comm'l
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 Stock 03/04/2005 A(1) 11,039 A $0.00 51,643 D
Common Stock 03/04/2005 F(2) 3,526 D $78.75 48,117 D
Common Stock 03/04/2005 M 26,668 A $37.8984 74,785 D
Common Stock 03/04/2005 S 300 D $83.8 74,485 D
Common Stock 03/04/2005 S 500 D $83.89 73,985 D
Common Stock 03/04/2005 S 9,200 D $84 64,785 D
Common Stock 03/04/2005 S 3,100 D $84.01 61,685 D
Common Stock 03/04/2005 S 1,100 D $84.02 60,585 D
Common Stock 03/04/2005 S 600 D $84.03 59,985 D
Common Stock 03/04/2005 S 400 D $84.06 59,585 D
Common Stock 03/04/2005 S 200 D $84.07 59,385 D
Common Stock 03/04/2005 S 1,000 D $84.1 58,385 D
Common Stock 03/04/2005 S 100 D $84.11 58,285 D
Common Stock 03/04/2005 S 300 D $84.19 57,985 D
Common Stock 03/04/2005 S 1,700 D $84.2 56,285 D
Common Stock 03/04/2005 S 500 D $84.25 55,785 D
Common Stock 03/04/2005 S 100 D $84.26 55,685 D
Common Stock 03/04/2005 S 400 D $84.29 55,285 D
Common Stock 03/04/2005 S 900 D $84.3 54,385 D
Common Stock 03/04/2005 S 300 D $84.31 54,085 D
Common Stock 03/04/2005 S 1,000 D $84.32 53,085 D
Common Stock 03/04/2005 S 200 D $84.5 52,885 D
Common Stock 03/04/2005 S 200 D $84.53 52,685 D
Common Stock 03/04/2005 S 1,400 D $84.55 51,285 D
Common Stock 03/04/2005 S 100 D $84.58 51,185 D
Common Stock 03/04/2005 S 1,068 D $84.65 50,117 D
Common Stock 03/04/2005 S 100 D $84.73 50,017 D
Common Stock 03/04/2005 S 1,900 D $84.74 48,117(3) D
Common Stock 9,898(4) I By VNQDC
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (right-to-buy) $37.8984(5) 03/04/2005 M 26,668 01/12/2003 01/12/2009 Common Shares 26,668(5) $0.00 0 D
Retention Units 2002-2004 (6) 03/04/2005 D 3,600(7) (8) (8) Common Shares 3,600(7) $51.93 0 D
Explanation of Responses:
1. Reflects payout in Common Stock of Performance Shares earned under the Cleveland-Cliffs Inc 1992 Equity Plan (as Amended and Restated as of May 13, 1997) as amended, for the 2002-2004 Performance Period.
2. Surrender of Performance Shares represented in footnote (1)in payment of related tax liability incurred by the Reporting Person.
3. On December 31, 2004, the common stock of Cleveland-Cliffs Inc split 2-for-1, resulting in the reporting person's acquisition of 20,302 additional shares of common stock.
4. Held for the benefit of the Reporting Person by the Cleveland-Cliffs Inc Voluntary Non-Qualified Deferred Compensation Plan (VNQDC). The amount reflects a 2-for-1 stock split on December 31, 2004 resulting in the reporting person's acquisition of 4,946 shares. Balance also includes 2 dividend reinvestment shares from a dividend payment on December 1, 2004 (equals 4 shares upon post-split), and 2 dividend reinvestment shares earned March 1, 2005 pursuant to the dividend reinvestment feature of the VNQDC.
5. On December 31, 2004, the common stock of Cleveland-Cliffs Inc split 2-for-1, resulting in the reporting person's acquisition of 13,334 additional stock options at an option exercise price of $37.8984 due to this split.
6. Convertible into Common Shares on a 1-for-1 basis.
7. On December 31, 2004, the common stock of Cleveland-Cliffs Inc split 2-for-1, resulting in the reporting person's acquisition of 1,800 additional Retention Units in the 2002-2004 Performance Period.
8. Retention Units granted to Reporting Person under the Cleveland-Cliffs Inc Long-Term Incentive Program covering the period of January 1, 2002 to December 31, 2004 (Retention Period) were paid-out to Reporting Person in cash based on the market value price of the Common Shares of the Issuer on the last day of the Retention Period.
Remarks:
William R. Calfee 03/07/2005
** Signature of Reporting Person Date
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).
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