Edgar Filing: CLEVELAND CLIFFS INC

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2008

3. Issuer Name and Ticker or Trading Symbol
CLEVELAND CLIFFS INC [CLF]

(Last)

(First)

(Middle)

C/O INTERNATIONAL FUND SERVICES LIMITED,Â THIRD FL, BISHOP'S SQUARE REDMOND'S HILL

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
*See Remarks

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

DUBLIN,Â L2Â 00000

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	4,202,269	D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	Â
Common Stock	1,783,331	D ⁽¹⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Equity Swap	Â ⁽⁸⁾⁽⁹⁾	Â ⁽⁸⁾⁽⁹⁾	Common Stock	47,401	$ ⁽⁸⁾ ⁽⁹⁾	D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	Â
Equity Swap	Â ⁽⁸⁾⁽⁹⁾	Â ⁽⁸⁾⁽⁹⁾	Common Stock	141,333	$ ⁽⁸⁾ ⁽⁹⁾	D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	Â
Equity Swap	Â ⁽⁸⁾⁽⁹⁾	Â ⁽⁸⁾⁽⁹⁾	Common Stock	66,667	$ ⁽⁸⁾ ⁽⁹⁾	D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	Â
Equity Swap	Â ⁽⁸⁾⁽⁹⁾	Â ⁽⁸⁾⁽⁹⁾	Common Stock	117,361	$ ⁽⁸⁾ ⁽⁹⁾	D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	Â
Equity Swap	Â ⁽⁸⁾⁽⁹⁾	Â ⁽⁸⁾⁽⁹⁾	Common Stock	133,333	$ ⁽⁸⁾ ⁽⁹⁾	D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	Â
Equity Swap	Â ⁽¹⁰⁾⁽¹¹⁾	Â ⁽¹⁰⁾⁽¹¹⁾	Common Stock	23,700	$ ⁽¹⁰⁾ ⁽¹¹⁾	D ⁽¹⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	Â
Equity Swap	Â ⁽¹⁰⁾⁽¹¹⁾	Â ⁽¹⁰⁾⁽¹¹⁾	Common Stock	70,667	$ ⁽¹⁰⁾ ⁽¹¹⁾	D ⁽¹⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	Â
Equity Swap	Â ⁽¹⁰⁾⁽¹¹⁾	Â ⁽¹⁰⁾⁽¹¹⁾	Common Stock	33,333	$ ⁽¹⁰⁾ ⁽¹¹⁾	D ⁽¹⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	Â
Equity Swap	Â ⁽¹⁰⁾⁽¹¹⁾	Â ⁽¹⁰⁾⁽¹¹⁾	Common Stock	58,680	$ ⁽¹⁰⁾ ⁽¹¹⁾	D ⁽¹⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	Â
Equity Swap	Â ⁽¹⁰⁾⁽¹¹⁾	Â ⁽¹⁰⁾⁽¹¹⁾	Common Stock	66,667	$ ⁽¹⁰⁾ ⁽¹¹⁾	D ⁽¹⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. C/O INTERNATIONAL FUND SERVICES LIMITED THIRD FL, BISHOP'S SQUARE REDMOND'S HILL DUBLIN,Â L2Â 00000	Â	Â X	Â	*See Remarks
HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM,Â ALÂ 35244	Â	Â X	Â	*See Remarks
HMC INVESTORS, L.L.C. ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM,Â ALÂ 35244	Â	Â X	Â	*See Remarks
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. 555 MADISON AVENUE 16TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	*See Remarks
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC 555 MADISON AVENUE 16TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	*See Remarks
HMC - NEW YORK, INC. 555 MADISON AVENUE 16TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	*See Remarks

Signatures

Harbinger Capital Partners Master Fund I, Ltd.(+), By: Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr.		05/05/2008
^**Signature of Reporting Person		Date
Harbinger Capital Partners Offshore Manager, L.L.C.(+), By: HMC Investors, L.L.C., Managing Member, By: William R. Lucas, Jr.		05/05/2008
^**Signature of Reporting Person		Date
HMC Investors, L.L.C.(+), By: /s/ William R. Lucas, Jr.		05/05/2008
^**Signature of Reporting Person		Date
Harbinger Capital Partners Special Situations Fund, L.P.(+), By: Harbinger Capital Partners Special Situations GP, LLC, By HMC-New York, Inc., Managing Member, By: /s/ William R. Lucas, Jr.		05/05/2008
^**Signature of Reporting Person		Date
Harbinger Capital Partners Special Situations GP, LLC(+), By: HMC-New York, Inc., Managing Member, By: /s/ William R. Lucas, Jr.		05/05/2008
^**Signature of Reporting Person		Date
HMC-New York, Inc.(+), By: /s/ William R. Lucas, Jr.		05/05/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND/OR HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE "FUNDS"). ALL OTHER ENTITIES AND PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS.
(2)	These securities are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), which is a Reporting Person.
(3)	These securities may be deemed to be indirectly beneficially owned by the following entities or persons: Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Management"), the investment manager of the Master Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"), Philip Falcone, a member of HMC Investors and the portfolio manager of the Master Fund, Raymond J. Harbert, a member of HMC Investors, and Michael D. Luce, a member of HMC Investors. Philip Falcone, Raymond J. Harbert and Michael D. Luce previously reported their beneficial ownership on a Form 3/A filed on February 15, 2008 and have made required Form 4 filings since that date.
(4)	Each entity or person listed in Footnotes 2 and 3 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such entity or person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(5)	These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund"), which is a Reporting Person.
(6)	These securities may be deemed to be indirectly beneficially owned by the following entities or persons: Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), HMC-New York, Inc. ("HMCNY"), Harbert Management Corporation ("HMC"), Philip Falcone, Raymond J. Harbert and Michael Luce. HCPSS is the general partner of the Special Situations Fund. HMCNY is the managing member of HCPSS. HMC wholly owns HMCNY. Philip Falcone is the portfolio manager of the Special Situations Fund and is a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC. HMC, Philip Falcone, Raymond J. Harbert and Michael D. Luce previously reported their beneficial ownership on a Form 3/A filed on February 15, 2008 and have made required Form 4 filings since that date.
(7)	Each entity or person listed in Footnotes 5 and 6 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such entity or person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(8)	The Master Fund entered into five equity swap transactions with Monecor (London) Limited (t/a TradIndex) ("TradIndex") effective on December 5, 2007, December 6, 2007, December 7, 2007, December 10, 2007 and January 16, 2008, respectively, under which TradIndex agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 47,401, 141,333, 66,667, 117,361 and 133,333 notional shares, respectively, above or below an initial reference price of US$92.07630, US$95.20640, US$97.19320, US$98.24030 and US$87.40520, respectively, per share upon close-out of any transaction.
(9)	The equity swap transactions do not contemplate interim payments of appreciation or depreciation of the shares, and the Master Fund is not entitled to any dividends on the shares or equivalent thereof. All balances will be cash settled, and neither party shall acquire any ownership interest, voting or similar rights, or dispositive power over any Share under the equity swap transactions. Each equity swap transaction may be closed out by the Master Fund at any time.
(10)	The Special Situations Fund entered into five equity swap transactions with Monecor (London) Limited (t/a TradIndex) ("TradIndex") effective on December 5, 2007, December 6, 2007, December 7, 2007, December 10, 2007 and January 16, 2008, respectively, under which TradIndex agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 23,700, 70,667, 33,333, 58,680 and 66,667 notional shares, respectively, above or below an initial reference price of US$92.07630, US$95.20640, US$97.19320, US$98.24030 and US$87.40520, respectively, per share upon close-out of any transaction.
(11)	The equity swap transactions do not contemplate interim payments of appreciation or depreciation of the shares, and the Special Situations Fund is not entitled to any dividends on the shares or equivalent thereof. All balances will be cash settled, and neither party shall acquire any ownership interest, voting or similar rights, or dispositive power over any Share under the equity swap transactions. Each equity swap transaction may be closed out by the Special Situations Fund at any time.
Â Remarks: (+)Â Â TheÂ ReportingÂ PersonsÂ mayÂ beÂ deemedÂ toÂ beÂ membersÂ ofÂ aÂ "group"Â forÂ purposesÂ ofÂ theÂ SecuritiesÂ ExchangeÂ ActÂ ofÂ 1934,Â as Â amended.Â EachÂ ReportingÂ PersonÂ disclaimsÂ beneficialÂ ownershipÂ ofÂ anyÂ securitiesÂ deemedÂ toÂ beÂ ownedÂ byÂ theÂ groupÂ thatÂ areÂ not Â directlyÂ ownedÂ byÂ theÂ ReportingÂ Person.Â ThisÂ reportÂ shallÂ notÂ beÂ deemedÂ anÂ admissionÂ thatÂ suchÂ ReportingÂ PersonÂ isÂ aÂ member Â ofÂ aÂ groupÂ orÂ theÂ beneficialÂ ownerÂ ofÂ anyÂ securitiesÂ notÂ directlyÂ ownedÂ byÂ suchÂ ReportingÂ Person.

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