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. N.Amer. Iron
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2008
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 05/13/2008 S 1,400 D $180.37 19,351 D
Common Stock 05/13/2008 S 100 D $180.41 19,251 D
Common Stock 05/13/2008 S 200 D $180.45 19,051 D
Common Stock 05/13/2008 S 200 D $180.46 18,851 D
Common Stock 05/13/2008 S 400 D $180.49 18,251 D
Common Stock 05/13/2008 S 100 D $180.5 18,151 D
Common Stock 05/13/2008 S 100 D $180.62 18,051 D
Common Stock 05/13/2008 S 100 D $180.63 17,951 D
Common Stock 05/13/2008 S 500 D $180.74 17,451 D
Common Stock 05/13/2008 S 100 D $180.75 17,351 D
Common Stock 05/13/2008 S 100 D $180.76 17,251 D
Common Stock 05/13/2008 G(1) 55 D $0.00 17,196 D
Common Stock 05/14/2008 G(1) 85 D $0.00 17,111 D
Common Stock 05/15/2008 S(2) 750 D $188.4957 16,361 D
Common Stock 32,722(3) D
Common Stock 39,812(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
Retention Units 2006-2008 (5) (6) (6) Common Shares 2,340 2,340(7) D
Retention Units 2007-2009 (5) (6) (6) Common Shares 1,980 1,980(8) D
Explanation of Responses:
1. Disposition of shares as gift requires no dollar amount.
2. Common shares sold pursuant to a 10b(5)-1 trading plan entered into September 24, 2007.
3. Total ownership amount reflects the Company's 2-for-1 stock split on May 15, 2008, which resulted in the reporting person's receiving 15,011 additional shares and 1,350 Restricted Stock Units.
4. Held for the benefit of the Reporting Person by the Cleveland-Cliffs Inc Voluntary Non-Qualified Deferred Compensation Plan (VNQDC). The balance shown also includes 6 shares acquired March 3, 2008 to shareholders of record on February 15, 2008 pursuant to the dividend reinvestment feature of the VNQDC. The total also reflects the Company's 2-for-1 stock split on May 15, 2008 resulting in the Reporting Person receiving 19,906 additional shares.
5. Each Retention Unit represents the value of one Common Share of the Company.
6. Represents a grant of Retention Units to the Reporting Person under the Cleveland-Cliffs Inc Long-Term Incentive Program. Payment of the Retention Units will be made in cash after the completion of the Incentive Period based upon the employment by the Company of the Reporting Person and the market value of a Common Share of the Company on the last day of the Incentive Period.
7. Since the date of grant, the common stock of the Company was split in two separate 2-for-1 stock splits on June 30, 2006 and May 15, 2008, resulting in the reporting person receiving an additional 585 and 1,170 Retention Units, repectively.
8. Since the date of grant, the common stock of the Company had a 2-for-1 stock split on May 15, 2008 resulting in the reporting person receiving an additional 990 Retention Units.
Remarks:
Traci L. Forrester by Power of Attorney 05/15/2008
** 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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