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*
Reed Maurice A.

(Last) (First) (Middle)
9227 CENTRE POINTE DRIVE

(Street)
WEST CHESTER OH 45069

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2012
3. Issuer Name and Ticker or Trading Symbol
AK STEEL HOLDING CORP [ AKS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
V.P. Engineering, Raw Mat'l &
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 33,502 D
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) 05/19/2007 05/19/2016 Common Stock 534 12.235 D
Employee Stock Option (Right to Buy) 01/18/2008 01/18/2017 Common Stock 1,834 16.755 D
Employee Stock Option (Right to Buy) 01/17/2009 01/17/2018 Common Stock 2,375 36.585 D
Employee Stock Option (Right to Buy) 01/21/2010 01/21/2019 Common Stock 7,125 9.21 D
Employee Stock Option (Right to Buy) 01/20/2011(1) 01/20/2020 Common Stock 3,625 22.965 D
Employee Stock Option (Right to Buy) 01/19/2012(2) 01/19/2021 Common Stock 4,419 14.57 D
Employee Stock Option (Right to Buy) 01/18/2013(3) 01/18/2022 Common Stock 6,900 9.11 D
Performance Shares 12/31/2012 12/31/2012 Common Stock 2,225(4) (5) D
Performance Shares 12/31/2013 12/31/2013 Common Stock 2,800(6) (7) D
Performance Shares 12/31/2014 12/31/2014 Common Stock 4,000(8) (9) D
Explanation of Responses:
1. Options vest in three equal annual installments beginning one year after 1/20/2010 (grant date).
2. Options vest in three equal annual installments beginning one year after 1/19/2011 (grant date).
3. Options vest in three equal annual installments beginning one year after 1/18/2012 (grant date).
4. This represents one half of the Performance Shares which were awarded and are required to be reported at this time because they constitute derivative securities. The other half do not constitute derivative securities and therefore are not required to be reported at this time.
5. Each Performance Share represents a contingent right to receive 0 to 1.5 shares of Common Stock. The conversion rate (0, .5, 1 or 1.5) ultimately applied to these Performance Shares will be determined based on the compounded annual growth rate ("CAGR") of the Common Stock between January 1, 2010 and December 31, 2012 (the "Performance Period").
6. This represents one half of the Performance Shares which were awarded and are required to be reported at this time because they constitute derivative securities. The other half do not constitute derivative securities and therefore are not required to be reported at this time.
7. Each Performance Share represents a contingent right to receive 0 to 1.5 shares of Common Stock. The conversion rate (0, .5, 1 or 1.5) ultimately applied to these Performance Shares will be determined based on the compounded annual growth rate ("CAGR") of the Common Stock between January 1, 2011 and December 31, 2013 (the "Performance Period").
8. This represents one half of the Performance Shares which were awarded and are required to be reported at this time because they constitute derivative securities. The other half do not constitute derivative securities and therefore are not required to be reported at this time.
9. Each Performance Share represents a contingent right to receive 0 to 1.5 shares of Common Stock. The conversion rate (0, .5, 1 or 1.5) ultimately applied to these Performance Shares will be determined based on the compounded annual growth rate ("CAGR") of the Common Stock between January 1, 2012 and December 31, 2014(the "Performance Period").
/s/ Maurice A. Reed 05/25/2012
** 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).
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 Number.