SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Fruehauf Richard

(Last)

(First)

(Middle)

600 GRANT STREET

(Street)

PITTSBURGH

15219

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2019

3. Issuer Name and Ticker or Trading Symbol
UNITED STATES STEEL CORP [ X ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP-Strategic Plan & Corp Dev

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	19,191⁽¹⁾	D
Common Stock	895.703	I	By 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Option	05/31/2017⁽²⁾	05/31/2026	Common Stock	5,547	$14.78	D
Common Stock Option	02/28/2018⁽²⁾	02/28/2027	Common Stock	3,810	$39.27	D
Phantom Stock Units	⁽³⁾	⁽³⁾	Common Stock	393.641	⁽⁴⁾	D

Explanation of Responses:

1. This amount includes restricted stock units (RSUs) which vest ratably over three years, one-third on each of the first, second and third grant date anniversaries. RSUs are payable in stock only.

2. This line reflects the grant of stock options to purchase United States Steel Corporation common stock. Option grants vest ratably over three years, one-third on each of the first, second and third grant date anniversaries.

3. The reported phantom stock units were acquired under the United States Steel Corporation Supplemental Thrift Program and are to be settled in cash upon the reporting person's retirement or other termination of service.

4. Each phantom stock unit is the economic equivalent of one share of United States Steel Corporation common stock.

Remarks:

Mr. Fruehauf was an executive officer of the Issuer from November 2017 to April 2018, then moved into another role that was not designated as an executive officer of the Issuer. Effective as of March 1, 2019, Mr. Fruehauf was appointed as Senior Vice President, Strategic Planning & Corporate Development and, consistent with his new responsibilities, was designated as an executive officer for purposes of Section 16 of the Securities Exchange Act of 1934.

	/s/ Megan Bombick by Power of Attorney	03/08/2019
	** 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 5 (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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