MCCOY ALAN H 4

4 · AK STEEL HOLDING CORP · Filed Jan 23, 2009

Form 4

Period: 2009-01-21

VP Gov't & Public Relations

Transactions

Award
Employee Stock Option (Right to Buy)
2009-01-21$9.21/sh+9,719$89,512→ 9,719 total
Exercise: $9.21From: 2010-01-21Exp: 2019-01-21→ Common Stock (9,719 underlying)
Award
Common Stock
2009-01-21+9,728→ 50,932 total
Award
Performance Shares
2009-01-21+7,843.5→ 7,843.5 total
From: 2011-12-31Exp: 2011-12-31→ Common Stock (7,843.5 underlying)

Footnotes (4)

[F1]Each Performance Share represents a contingent right to receive 0 to 1.5 shares of Common Stock. The conversion rate(0, .5, 1 or 1.5) ultimately applied to these Performance Shares will be determined based on the compounded annual growth rate ("CAGR") of the Common Stock between January 1, 2009 and December 31, 2011 (the "Performance Period").
[F2]This represents one half of the Performance Shares which were awarded on January 21, 2009 and are required to be reported at this time because they constitute derivative securities. The other half do not constitute derivative securities and therefore are not required to be reported at this time.
[F3]The number of shares of Common Stock underlying this grant of the Performance Shares will be 0 to 1.5 times the number of Performance Shares granted depending on the CAGR achieved during the Performance Period.
[F4]Options vest in three equal annual installments beginning one year after grant date.

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