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

SEC Form 4

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).

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)

RICHFIELD

44286

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2005

4. If Amendment, Date of 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, Par Value $0.01	04/15/2005		D		6,936,786 ⁽¹⁾	D	⁽²⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.	04/18/2005
	** 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.

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

Previous ‘4’: ‘4’ on 8/19/04 for 8/17/04 · Next: ‘4’ on 8/18/05 for 8/17/05 · Latest: ‘4’ on 1/4/24 for 1/2/24

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

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

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

Previous ‘4’: ‘4’ on 8/19/04 for 8/17/04 · Next: ‘4’ on 8/18/05 for 8/17/05 · Latest: ‘4’ on 1/4/24 for 1/2/24

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

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

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