| 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). | ||||||||||||||||
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
International Coal Group, Inc. [ ICO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/17/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 12/17/2010 | S | 12,268,700 | D | $7.26 | 12,268,723(1) | I | SEE FOOTNOTE(1) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents 2,859,927 shares held directly by WLR Recovery Fund L.P., 7,634,294 shares held directly by WLR Recovery Fund II, L.P. and 1,774,502 shares held directly by WLR Recovery Fund III, L.P. (collectively, the "Funds"). Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC. El Vedado, LLC is the general partner of WL Ross Group, L.P., the managing member of WLR Recovery Associates III LLC (the general partner of Fund III), WLR Recovery Associates II LLC (the general partner of Fund II) and WLR Recovery Associates LLC (the general partner of Fund). Accordingly, Wilbur L. Ross, Jr., El Vedado LLC, and WL Ross Group, L.P. can be deemed to share voting and dispositive power over the shares held directly by Fund III, Fund II and Fund. |
| Remarks: |
| The undersigned, by signing his name hereto, does sign and execute this Form 4 pursuant to the Powers of Attorney executed by the above-named officers and managing members of the reporting companies and filed with the Securities and Exchange Commission on behalf of such officers and managing members. |
| /s/ Wilbur L. Ross, Jr., its Managing Member, El Vedado, LLC, its General Partner, WL Ross Group, L.P., its Managing Member, WLR Recovery Associates III LLC, its General Partner for WLR RECOVERY FUND III, L.P. | 12/17/2010 | |
| /s/ Wilbur L. Ross, Jr., its Managing Member, El Vedado, LLC, its General Partner, WL Ross Group, L.P., its Managing Member, WLR Recovery Associates II LLC, its General Partner for WLR RECOVERY FUND II, L.P. | 12/17/2010 | |
| /s/ Wilbur L. Ross, Jr., El Vedado, LLC, its General Partner, WL Ross Group, L.P., its Managing Member, WLR Recovery Associates LLC, its General Partner for WLR RECOVERY FUND L.P. | 12/17/2010 | |
| /s/ Wilbur L. Ross, Jr., its Managing Member, El Vedado, LLC, its General Partner, WL Ross Group, L.P., its Managing Member for WLR RECOVERY ASSOCIATES III LLC | 12/17/2010 | |
| /s/ Wilbur L. Ross, Jr., its Managing Member, El Vedado, LLC, its General Partner, WL Ross Group, L.P., its Managing Member for WLR RECOVERY ASSOCIATES II LLC | 12/17/2010 | |
| /s/ Wilbur L. Ross, Jr., its Managing Member, El Vedado, LLC, its General Partner, WL Ross Group, L.P., its Managing Member for WLR RECOVERY ASSOCIATES LLC | 12/17/2010 | |
| /s/ Wilbur L. Ross, Jr., its Managing Member, El Vedado, LLC, its General Partner for WL ROSS GROUP, L.P. | 12/17/2010 | |
| /s/ Wilbur L. Ross, Jr., its Managing Member for EL VEDADO, LLC | 12/17/2010 | |
| /s/ Wilbur L. Ross, Jr. | 12/17/2010 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||