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Ross Wilbur L Jr. – ‘4’ for 4/15/05 re: Mittal Steel USA Inc.

On:  Tuesday, 4/19/05, at 6:33pm ET   ·   For:  4/15/05   ·   As:  Director   ·   Accession #:  1209191-5-21293   ·   File #:  1-31926

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/19/05  Ross Wilbur L Jr.                 4          Director    1:6K   International Steel Group Inc.    DONNELLEY FIN… File16/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      6K 
                Securities by an Insider --                                      
                bcl13452_bcl1wlr.xml/2.2                                         





This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ROSS WILBUR L JR

(Last)(First)(Middle)
C/O INTERNATIONAL STEEL GROUP INC.
4020 KINROSS LAKES PARKWAY

(Street)
RICHFIELDOH44286

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL STEEL GROUP INC [ ISG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
4/15/05
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
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)
CodeVAmount(A) or (D)Price
Common Stock, Par Value $0.01 4/15/05 D 6,936,786 (1)D (2)0D
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 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1)  The total number of shares deemed to be beneficially owned included (a) 1,968,723 shares of common stock held directly by WLR Recovery Fund II, L.P. (the general partner of WLR Recovery Fund L.P. is WLR Recovery Associates II LLC, of which Mr. Ross is the managing member) that are deemed to be beneficially owned by Mr. Ross, (ii) 2,673,263 shares of common stock held directly by WLR Recovery Associates LLC (Mr. Ross is the managing member of WLR Recovery Associates LLC) that are deemed to be beneficially owned by Mr. Ross, (iii) 2,141,811 shares of common stock held directly by WLR Recovery Associates I LLC (Mr. Ross is the managing member of WLR Recovery Associates I LLC) that are deemed to be beneficially owned by Mr. Ross, and (iv)152,989 shares of common stock held directly by Mr. Ross or through his individual retirement account.
(2)  Disposed of pursuant to merger agreement between International Steel Group Inc. ("ISG"), Mittal Steel Company N.V. and the other parties thereto pursuant to which on April 15, 2005, all of the issued and outstanding shares of the Common Stock, par value $0.01 per share, of ISG were converted into the right to receive (1) $42.00 per share in cash, (2) 1.21740 Mittal Steel class A common shares, par value E0.01 per share, or (3) a combination of cash and Mittal Steel class A common shares. All elections are subject to the proration procedures provided in the merger agreement.
/s/ Wilber L. Ross Jr. 4/18/05
** Signature of Reporting PersonDate
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.
____________
Transaction Code:
    D    Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

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