Pres. & CEO Burritt David B returned 1,871,324 shares to the company and was granted 372,812 shares, closing all direct ownership in the company (SEC Form 4)
$X
Steel/Iron Ore
Industrials
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
UNITED STATES STEEL CORP [ X ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/18/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/18/2025 | D | 1,196,647(2) | D | (1)(2) | 0 | D | |||
| COMMON STOCK | 06/18/2025 | A | 372,812(3) | A | $0 | 372,812 | D | |||
| COMMON STOCK | 06/18/2025 | D | 372,812(4) | D | (1)(4) | 0 | D | |||
| COMMON STOCK | 06/18/2025 | D | 290,082(5) | D | (1)(5) | 0 | I | By Trust | ||
| COMMON STOCK | 06/18/2025 | D | 11,783.483(6) | D | (1)(6) | 0 | I | By 401(k) Plan | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (Right to Buy) | $39.265 | 06/18/2025 | D | 30,020 | (1)(7) | 02/28/2027 | Common Stock | 30,020 | (1)(7) | 0 | D | ||||
| Stock Option (Right to Buy) | $23.52 | 06/18/2025 | D | 171,000 | (1)(7) | 12/30/2028 | Common Stock | 171,000 | (1)(7) | 0 | D | ||||
| Explanation of Responses: |
| 1. On June 18, 2025, United States Steel Corporation (the "Company") consummated the merger transaction (the "Merger") contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 18, 2023, by and among Nippon Steel North America, Inc., a New York corporation ("Parent"), 2023 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and the Company. The effective time of the Merger is referred to herein as the "Effective Time". |
| 2. Reflects (i) shares of common stock of the Company, par value $1.00 (the "Shares"), held directly by the reporting person, (ii) restricted stock units previously granted to the reporting person, and (iii) ROCE-based and TSR-based performance stock units previously granted to the reporting person that relate to performance periods that were completed prior to the Effective Time that, in each case, as of immediately prior to the Effective Time, were converted into the right to receive $55 in cash per Share (the "Per Share Merger Consideration"), less any applicable tax withholdings in accordance with the terms of the Merger Agreement. |
| 3. Reflects the acquisition of ROCE-based and TSR-based performance stock units and other performance-based stock awards (collectively, "PSUs") that were deemed to have been earned as of immediately prior to the Effective Time in accordance with the terms of the Merger Agreement. |
| 4. Immediately prior to the Effective Time, in accordance with the terms of the Merger Agreement, each of these PSUs was converted into the right to receive the Per Share Merger Consideration, less any applicable tax withholdings. |
| 5. Immediately prior to the Effective Time, in accordance with the terms of the Merger Agreement, each of these Shares was converted into the right to receive the Per Share Merger Consideration, less any applicable tax withholdings. |
| 6. As a result of the Effective Time, each of the Shares that the reporting person previously reported as beneficially owned under the Company's 401(k) retirement plan was liquidated in exchange for the Per Share Merger Consideration. |
| 7. Immediately prior to the Effective Time, in accordance with the terms of the Merger Agreement, each of these stock options was converted into the right to receive an amount in cash equal to the positive difference, if any, between the Per Share Merger Consideration and the applicable exercise price, less any applicable tax withholdings. |
| /s/ Megan Bombick By Power of Attorney from David B. Burritt | 06/18/2025 | |
| ** 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). | ||
| 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. | ||