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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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UNITED STATES STEEL CORP (Name of Issuer) |
United States Steel Corporation Common Stock (Title of Class of Securities) |
912909108 (CUSIP Number) |
04/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 912909108 |
| 1 | Names of Reporting Persons
Third Point LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,250,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The number of shares of United States Steel Corporation Common Stock (the "Common Stock") of United States Steel Corporation (the "Issuer") beneficially owned by the Reporting Persons as set forth in Row 9 (such shares, the "Shares") consists of 11,250,000 shares of Common Stock and 1,000,000 shares of Common Stock underlying call options. Calculations of the percentage set forth in Row 11 are based on the quotient obtained by dividing (a) the aggregate number of Shares by (b) the 226,419,128 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2025, as filed with the U.S. Securities and Exchange Commission on May 2, 2025.
SCHEDULE 13G
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| CUSIP No. | 912909108 |
| 1 | Names of Reporting Persons
Loeb, Daniel S. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,250,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The number of shares of United States Steel Corporation Common Stock (the "Common Stock") of United States Steel Corporation (the "Issuer") beneficially owned by the Reporting Persons as set forth in Row 9 (such shares, the "Shares") consists of 11,250,000 shares of Common Stock and 1,000,000 shares of Common Stock underlying call options. Calculations of the percentage set forth in Row 11 are based on the quotient obtained by dividing (a) the aggregate number of Shares by (b) the 226,419,128 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2025, as filed with the U.S. Securities and Exchange Commission on May 2, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
UNITED STATES STEEL CORP | |
| (b) | Address of issuer's principal executive offices:
600 Grant Street, Pittsburgh, Pennsylvania, 15219-2800 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Third Point LLC, a Delaware limited liability company (the "Management Company"), which serves as investment manager or adviser to a variety of hedge funds and managed accounts (all such funds and accounts, collectively, the "Funds"), with respect to shares of United States Steel Corporation Common Stock ("Common Stock") directly owned by the Funds; and
(ii) Mr. Daniel S. Loeb ("Mr. Loeb"), who is the Chief Executive Officer of the Management Company and controls its business activities, with respect to shares of Common Stock indirectly beneficially owned by Mr. Loeb by virtue of such position.
The Management Company and Mr. Loeb are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is 55 Hudson Yards, New York, New York 10001. | |
| (c) | Citizenship:
The Management Company is organized as a limited liability company under the laws of the State of Delaware. Mr. Loeb is a citizen of the United States of America. | |
| (d) | Title of class of securities:
United States Steel Corporation Common Stock | |
| (e) | CUSIP No.:
912909108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(i) Third Point LLC - 12,250,000 shares of Common Stock
(ii) Daniel S. Loeb - 12,250,000 shares of Common Stock
The number of shares of Common Stock which the Reporting Persons may be deemed to beneficially own (such shares, the "Shares") consists of 11,250,000 shares of Common Stock and 1,000,000 shares of Common Stock underlying call options.
The percentages used herein and in the rest of this Schedule 13G are calculated based upon the quotient obtained by dividing (a) the aggregate number of Shares by (b) the 226,419,128 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2025, as filed with the U.S. Securities and Exchange Commission (the "SEC") on May 2, 2025. Except as described in the preceding sentence, all amounts reported in this Schedule 13G are as of the close of business on May 7, 2025. | |
| (b) | Percent of class:
(i) Third Point LLC - 5.41 %
(ii) Daniel S. Loeb - 5.41 | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
(i) Third Point LLC - 0
(ii) Daniel S. Loeb - 0 | ||
| (ii) Shared power to vote or to direct the vote:
(i) Third Point LLC - 12,250,000
(ii) Daniel S. Loeb - 12,250,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
(i) Third Point LLC - 0
(ii) Daniel S. Loeb - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
(i) Third Point LLC - 12,250,000
(ii) Daniel S. Loeb - 12,250,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Other than the Funds that directly hold the Shares, and except as otherwise set forth herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities reported herein. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: The Power of Attorney granted by Third Point LLC and Daniel S. Loeb in favor of Jana Tsilman and Joshua L. Targoff, dated February 9, 2024, which was previously filed with the SEC on February 13, 2024 as Exhibit 99.2 to the Schedule 13G/A filed by Third Point LLC and Daniel S. Loeb with respect to Global Blue Group Holding AG and is incorporated herein by reference.
Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement, dated May 7, 2025, by and between Third Point LLC and Daniel S. Loeb.
Exhibit 99.2 - Power of Attorney granted by Third Point LLC and Daniel S. Loeb in favor of Jana Tsilman and Joshua L. Targoff, dated February 9, 2024, which was previously filed with the SEC on February 13, 2024 as Exhibit 99.2 to the Schedule 13G/A filed by Third Point LLC and Daniel S. Loeb with respect to Global Blue Group Holding AG and is incorporated herein by reference. |