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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940

o	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* (Last, First, Middle)	2.	Issuer Name and Ticker or
Trading Symbol	3.	I.R.S. Identification Number of Reporting
Person, if an entity (Voluntary)	
 	Bezik, Cynthia B.
	 	Cleveland-Cliffs (CLF)
	 		
 	1100 Superior Avenue
15th Floor
	4.	Statement for (Month/Day/Year)	5.	If Amendment, Date of Original (Month/Day/Year)	
 		 	February 3, 2003
	 		
 	(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)	7.	Individual or Joint/Group Filing
(Check Applicable Line)	
 	Cleveland, OH 44114

(City)                (State)           (Zip)	 	o	 Director	o	 10% Owner	 	x	Form filed by One Reporting Person	
 		 	x	 Officer (give title below)	 	o	Form filed by More than One Reporting Person	
 		 	o	 Other (specify below)	 			
 	 	 		  Senior Vice President - Finance

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).	

  

 

	
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
Transactions(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	 	2/03/03			 	A(1)		 		2,752	 	(A)				 	 		 	 		 		
	
 	Common Stock	 	2/03/03	 		 	F(2)		 		1,724	 	(D)		$20.26		 	 		 	 		 		
	
 	Common Stock	 	2/03/03	 		 	A(3)		 		3,578	 	(A)				 	 	5,263	 	 	(D)	 		

	
 	Common Stock	 		 		 			 			 					 	 	19,176 (4)	 	 	(I)	 	By VNQDC (4)	

	

 		 				 			 			 					 	 		 	 		 		

	

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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)	
	
 	 	 	 	 	 	 	 	 	 	 	Code	V	 	(A)	(D)	
	
 	Retention Units	 		1- for -1	 	 	2/03/03	 		 	D		 		900	
	
 	Retention Units	 		1-for-1	 	 	2/03/03	 		 	A(6)		 	1,800		

	

 		 			 	 		 		 			 			

	

 		 			 	 		 		 			 			

	

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued
( e.g. , puts, calls, warrants, options, convertible securities)	
	
6.	Date Exercisable and
Expiration Date
(Month/Day/Year)	7.	Title and Amount
of Underlying Securities
(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 of
Derivative Security:
Direct (D) or Indirect (I)
(Instr. 4)	11.	Nature of
Indirect
Beneficial
Ownership
(Instr. 4)	
	
 	Date
Exercisable	Expiration
Date	 	Title	Amount or
Number of
Shares	 	 	 	 	 	 	 	 	 	 	 	 	
	
 	(5)	(5)	 		900	 		$19.85	 	 	 	0	 	 	(D)	 		
	
 	(6)	(6)	 	Common Shares	1,800	 			 	 	 	1,800	 	 	(D)	 		

	

 			 			 			 	 	 		 	 		 		

	

 			 			 			 	 	 		 	 		 		

	

Explanation of Responses:

(1) Reflects payout in Common Stock of Performance Shares earned under the Cleveland-Cliffs Inc 1992 Incentive Equity Plan (as Amended and Restated as of May 13, 1997) as amended, for the 2000-2002 Performance Period.
(2) Surrender of Performance Shares represented in footnote (1) in payment of the related tax liability incurred on February 3, 2003, the date of issuance of the shares to the Reporting Person.
(3) Stock Bonus Award to the Reporting Person on February 3, 2003 under the Cleveland-Cliffs Inc and Subsidiaries Management Performance Plan.
(4) Held for the benefit of the Reporting Person by the Cleveland-Cliffs Inc Voluntary Non-Qualified Deferred Compensation Plan (VNQDC).
(5) Retention Units granted to Reporting Person under the Cleveland-Cliffs Inc Long-Term Incentive Program covering the period of January 1, 2000 to December 31, 2002 (Retention Period) were paid-out to Reporting Person in cash on February 3, 2003, based on the market value prices of the Common Shares of the Issuer on the last day of the Retention Period.
(6) Represents a grant of Retention Units to the Reporting Person under the Cleveland-Cliffs Inc Long-Term Incentive Program (LTI Program) covering the period January 1, 2003 through December 31, 2005 ("Retention Period"). Payment of the Retention Units will be made in cash after the completion of the Retention 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.

/s/ Cynthia B. Bezik	 	February 5, 2003	

**Signature of Reporting Person	 	
Date	

**	 	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.	
 	
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