Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Smith Layle Kiplind
  2. Issuer Name and Ticker or Trading Symbol
Noranda Aluminum Holding CORP [NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)
801 CRESCENT CENTRE DRIVE, SUITE 600
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2014
(Street)

FRANKLIN, TN 37067
4. If Amendment, Date 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
(City)
(State)
(Zip)
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
restricted stock units 03/04/2014   J   38,014.8212 (1) D $ 0 0 D  
Common stock 03/04/2014   J   38,014 (2) A $ 0 301,710 (3) D  
Common stock 03/04/2014   F   10,482 (4) D $ 0 291,228 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Smith Layle Kiplind
801 CRESCENT CENTRE DRIVE
SUITE 600
FRANKLIN, TN 37067
  X     CEO  

Signatures

 /s/ Gail E. Lehman, Attorney-in-Fact for Layle K. Smith   03/07/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Reflects the final vesting on 3/4/14 of the TB Restricted Stock Units awarded on 3/4/11 and any DEUs awarded thereon. Disposing of the vested RSUs in this line item and will acquire the same as Common Stock in the line below.
(2) Reflects the Common Stock owned after the final vesting of TB Restricted Stock Units awarded on 3/4/11 including any dividends awarded thereon. Initial filing made on 3/7/11 reported the RSUs on Table 1 as Restricted Stock Units. This filing is to accurately reflect the vested shares as Common Stock instead of RSUs. The fractional of .8212 reflected in the line above vested on 3/4/14 and was paid in cash directly to Mr. Smith's brokerage account.
(3) This amount has been corrected to accurately refelct the total of Noranda Common Stock owned by Mr. Smith.
(4) Reflects the number of shares withheld to pay for taxes on the final vesting of the 3/4/11 TB RSU grant and all subsequent DEUs awarded thereon.

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