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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).
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 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*
(Last) (First) (Middle)
600 GRANT STREET
(Street)
PITTSBURGH PA 15219
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
[ X ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & Chief Comm. Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2024
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
ÁñÁ«ÊÓƵ Common Stock 02/27/2024 A 3,684(1) A $0 103,665 D
ÁñÁ«ÊÓƵ Common Stock 02/27/2024 F 959(2) D $47.52 102,706 D
ÁñÁ«ÊÓƵ Common Stock 02/27/2024 A 10,612(3) A $0 113,318 D
ÁñÁ«ÊÓƵ Common Stock 02/27/2024 F 2,585(4) D $47.52 110,733 D
ÁñÁ«ÊÓƵ Common Stock 02/27/2024 A 3,164(5) A $0 113,897 D
ÁñÁ«ÊÓƵ Common Stock 02/27/2024 A 4,628(6) A $0 118,525 D
ÁñÁ«ÊÓƵ Common Stock 02/27/2024 A 3,530(7) A $0 122,055 D
ÁñÁ«ÊÓƵ Common Stock 02/27/2024 A 3,528(8) A $0 125,583 D
ÁñÁ«ÊÓƵ Common Stock 02/27/2024 A 16,200(9) A $0 141,783 D
ÁñÁ«ÊÓƵ Common Stock 02/28/2024 F 1,194(10) D $47.34 140,589 D
ÁñÁ«ÊÓƵ Common Stock 2,491.729 I By 401(k) Plan
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:
1. This line represents the vesting of the remaining performance-based restricted stock units (RSUs) that were granted on February 23, 2021, based upon the satisfaction of ROCE performance criteria. This award partially vested on December 20, 2023.
2. This line reflects the tax withholding on the vesting of ROCE-based performance RSUs that vested on February 27, 2024.
3. This line represents performance -based RSUs that were granted on February 23, 2021, and vested on February 27, 2024. TSR-based performance awards vest based upon the performance of U. S. Steel's common stock performance vs. that of a peer group over a three-year period.
4. This line reflects the tax withholding on the vesting of TSR-based performance RSUs that vested on February 27, 2024.
5. This line represents RSUs earned upon satisfaction of 2022 performance criteria for the 2022-2024 ROCE performance awards.
6. This line represents RSUs earned upon satisfaction of 2022 performance criteria for the 2022-2024 TSR performance awards.
7. This line represents RSUs earned upon satisfaction of 2023 performance criteria for the 2023-2025 ROCE performance awards.
8. This line represents RSUs earned upon satisfaction of 2023 performance criteria for the 2023-2025 TSR performance awards.
9. This line reflects the grant of RSUs. RSUs vest ratably over three years, one-third on each of the first, second and third grant date anniversaries. RSUs are payable in stock only.
10. This line reflects the tax withholding on the vesting of RSUs that were granted on February 28, 2023.
/s/ Megan Bombick By Power of Attorney from Kenneth E. Jaycox 02/29/2024
** 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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