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Filing Details

Accession Number:: 0001209191-11-034971
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-06-16 16:02:10
Reporting Period:: 2011-06-14

Filing Date:: 2011-06-16
Accepted Time:: 2011-06-16 16:02:10
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1320934	International Coal Group Inc.	ICO	Bituminous Coal & Lignite Surface Mining (1221)	202641185

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1037676	Arch Coal Inc	One Cityplace Drive Suite 300 St. Louis MO 63141		No	No	Yes	No
1523283	Atlas Acquisition Corp.	C/O Arch Coal, Inc. One Cityplace Drive, Suite 300 St. Louis MO 63141		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Acquisiton	2011-06-14	120,441,395	$14.60	292,157,281	No	4	P	Indirect	See Footnote
Common Stock, Par Value $0.01 Per Share	Acquisiton	2011-06-15	32,461,919	$14.60	10	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Footnotes

This form is a joint filing by Arch Coal, Inc., a Delaware corporation ("Arch"), and Atlas Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of Arch ("Merger Sub").
Shares of common stock, par value $0.01 per share (the "Shares"), of International Coal Group, Inc. ("ICG") acquired pursuant to the exercise of the "top-up" option (the "Top-Up Option") to purchase additional Shares from ICG pursuant to the Agreement and Plan of Merger, dated as of May 2, 2011 (as amended from time to time, the "Merger Agreement"), by and among Arch, Merger Sub and ICG.
Shares are held by Merger Sub. As Merger Sub is a direct wholly owned subsidiary of Arch, Arch may be deemed to have acquired indirect beneficial ownership of the Shares.
Reflects all of the outstanding Shares of ICG not acquired through either (a) the tender offer effected pursuant to the Merger Agreement or (b) the exercise of the Top-Up Option, which may be deemed to have been acquired by Arch and Merger Sub pursuant to the consummation of the Merger (as defined below).
Following the exercise of the Top-Up Option, Merger Sub was merged with and into ICG, with ICG surviving the merger as a direct wholly owned subsidiary of Arch pursuant to a "short form" merger under Delaware law (the "Merger"). At the effective time of the Merger, all of ICG's previously outstanding Shares held by the reporting persons were canceled. Prior to the Merger, Arch held 10 shares of the common stock, par value $0.01 per share, of Merger Sub, which represented all of the issued and outstanding capital stock of Merger Sub. At the effective time of the Merger, each share of the common stock of Merger Sub was converted into a share of the surviving corporation's common stock.