Please wait

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* WL ROSS & CO LLC (Last) (First) (Middle) (Street) (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/11/2003	3. Issuer Name and Ticker or Trading Symbol INTERNATIONAL STEEL GROUP INC [ ISG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share	15,242,010	I	Shares directly owned by WLR Recovery Fund L.P.(1)
Common Stock, par value $.01 per share	16,346,110	I	Shares directly owned by WLR Recovery Fund II, L.P.(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock, par value $.01 per share	(3)	(3)	Common Stock, par value $.01 per share	553,983.5(4)	(3)	I	Shares directly owned by WLR Recovery Fund II, L.P.(5)

1. Name and Address of Reporting Person* WL ROSS & CO LLC (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WLR RECOVERY FUND LP (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WLR RECOVERY FUND II LLC (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WLR RECOVERY ASSOCIATES LLC (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WLR RECOVERY ASSOCIATES II LLC (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ROSS WILBUR L JR (Last) (First) (Middle) ROTHOCHILD INC 1251 AVENUE OF AMERICAS (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman

Explanation of Responses:

1. The shares are held directly by WLR Recovery Fund L.P. The general partner of WLR Recovery Fund L.P. is WLR Recovery Associates LLC. Wilbur L. Ross, Jr. is the managing member, and WL Ross and Co., LLC is the advisor, of WLR Recovery Associates LLC.

2. The shares are held directly by WLR Recovery Fund II, L.P. The general partner of WLR Recovery Fund II, L.P. is WLR Recovery Associates II LLC. Wilbur L. Ross, Jr. is the managing member, and WL Ross and Co., LLC is the advisor, of WLR Recovery Associates II LLC.

3. Shares of Class B Common Stock will automatically convert into shares of International Steel Group Inc.'s common stock, par value $.01 per share upon the consummation of its initial public offering at a conversion rate equal to (i) $25.55 divided by (ii) the product of (x) the price per share paid by the public in the initial public offering (assuming $26.00 per share, the mid-point of the estimated price range of the initial public offering based on International Steel Group Inc.'s Amendment No. 4 to its Registration Statement on Form S-1 filed with the SEC on December 10, 2003) multiplied by (y) 0.7.

4. Assuming $26.00 per share, the mid-point of the estimated price range of International Steel Group Inc.'s initial public offering based on International Steel Group Inc.'s Amendment No. 4 to its Registration Statement on Form S-1 filed with the SEC on December 10, 2003.

5. The shares are held directly by WLR Recovery Fund II, L.P. The general partner of WLR Recovery Fund II, L.P. is WLR Recovery Associates II LLC. Wilbur L. Ross, Jr. is the managing member, and WL Ross and Co., LLC is the advisor, of WLR Recovery Associates II LLC.

	/s/ Wilbur L. Ross, Jr.	12/10/2003
	** 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 5 (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.