|
FORM 4
|
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
|
|
OMB APPROVAL
|
| Estimated average burden hours per response... | 0.5 |
|
|
(Print or Type Responses)
|
1. Name and Address of Reporting Person *
|
| ROSS WILBUR L JR |
|
2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL STEEL GROUP INC [ISG]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
__X__ Director
|
_____ 10% Owner
|
|
_____ Officer (give title below)
|
_____ Other (specify below)
|
|
|
|
|
C/O INTERNATIONAL STEEL GROUP INC., 4020 KINROSS LAKES PARKWAY |
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2005 |
|
RICHFIELD, OH 44286 |
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
|
|
|
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
|
| Common Stock, Par Value $0.01 | 04/15/2005 |
| D |
| 6,936,786 (1) | D | (2) |
0
| D |
|
|
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
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 |
ROSS WILBUR L JR
C/O INTERNATIONAL STEEL GROUP INC.
4020 KINROSS LAKES PARKWAY
RICHFIELD, OH 44286 |
X
|
|
|
|
Signatures
| /s/ Wilber L. Ross Jr. | |
04/18/2005 |
| **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) | 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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
|
