| 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
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
*
(Street)
|
2. Issuer Name
and
Ticker or Trading Symbol
AK STEEL HOLDING CORP
[
AKS
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
3. Date of Earliest Transaction
(Month/Day/Year)
09/30/2015
|
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
|
09/30/2015 |
|
A |
|
11,029.412
|
A
|
$
0
|
107,803.576
|
D
|
|
|
Common Stock
|
|
|
|
|
|
|
|
100
|
I
|
Grandchild M. Wilson
|
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 |
| Explanation of Responses: |
|
|
|
Joseph C. Alter, attorney-in-fact for Mr. Thomson |
10/02/2015 |
|
** 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. |
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
The undersigned makes, constitutes and appoints each of Roger K.
Newport, Executive Vice President, Finance and Chief Financial Officer,
Joseph C. Alter, Vice President, General Counsel and Corporate
Secretary, Gregory A. Hoffbauer, Controller and Chief Accounting
Officer, Brian S. Duba, Corporate Counsel, and Amy K. Dornacher,
Assistant Corporate Secretary, each acting individually, as the
undersigned's true and lawful attorney-in-fact, with full power and
authority on behalf of and in the name, place and stead of the
undersigned to:
(1) prepare, execute, acknowledge, deliver and file with the United
States Securities and Exchange Commission (the "SEC") Forms 3, 4, and
5 (including any amendments thereto) with respect to the securities of AK
Steel Holding Corporation (the "Company") in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, each as amended from time to time (the "Exchange
Act");
(2) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information concerning the undersigned's transactions
in or with respect to the Company's securities from any third party, including
brokers, employee benefit plan administrators and trustees; and
(3) to do and perform any and all other acts for and on behalf of the
undersigned which may be necessary or desirable to prepare, acknowledge,
complete and execute such Form 3, 4 or 5 (including any amendments thereto)
and timely deliver and file such form with the SEC and any national securities
exchange or similar authority.
The undersigned acknowledges and agrees that:
(1) this Power of Attorney authorizes, but does not require, each of the
foregoing attorneys-in-fact to act in his or her discretion on information
provided to such attorneys-in-fact without independent verification of such
information;
(2) any documents prepared and/or executed by any such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney will be in such form and willcontain such information and disclosure
as the attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor the attorney-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the requirements
of the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange
Act;
(4) this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act; and
(5) the undersigned hereby authorizes any third party, including
brokers, employee benefit plan administrators and trustees, with information
concerning the undersigned's transactions in or with respect to the
Company's securities to release such information to any of the foregoing
attorneys-in-fact for the purpose of enabling such attorney-in-fact to prepare,
execute, acknowledge, deliver and/or file a Form 3, 4 or 5 (including any
amendments thereto) with the SEC and any national securities exchange or
similar authority on behalf of the undersigned, and approves and ratifies any
such release of information. The undersigned hereby further gives and
grants each of the foregoing attorneys-in-fact full power and authority to do
and perform all and every act and thing whatsoever requisite, necessary or
appropriate to be done in and about the foregoing matters as fully to all
intents and purposes as the undersigned might or could do if present,
hereby ratifying all that each such attorney-in-fact of, for and on behalf
of the undersigned, shall lawfully do or cause to be done by virtue of this
Power of Attorney.
This Power of Attorney shall, upon its execution, supersede and replace
all prior authorizations to act for the undersigned with respect to the matters
herein covered.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form 3, 4 and 5 (or any amendment
thereto) with respect to the Company's securities, unless earlier revoked by
the undersigned in a signed writing delivered to each of the foregoing
attorneys-in-fact.
/s/ James A. Thomson
James A. Thomson
STATE OF OHIO )
)
COUNTY OF BUTLER )
On this 23rd day of July, 2015, the forgoing signatory personally
appeared before me, and acknowledged that he executed the foregoing instrument
for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/ Betty J. Longworth
Notary Public
My commission expires: June 20, 2019
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