SEC FORM 4

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^*

Hatfield Bennett K

(Last)

(First)

(Middle)

C/O INTERNATIONAL COAL GROUP, INC.

300 CORPORATE CENTRE DRIVE

(Street)

SCOTT DEPOT

25560

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
International Coal Group, Inc. [ ICO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2008

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	03/26/2008		A		26,000⁽¹⁾	A	$0	407,000⁽²⁾	D
Common Stock	03/26/2008		A		26,000⁽³⁾	A	$0	433,000⁽²⁾	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)
Employee Stock Option (right to buy)	$6	03/26/2008		A		232,000		⁽⁴⁾	03/26/2018	Common Stock	232,000	$0	232,000	D

Explanation of Responses:

1. Represents restricted stock grants of 26,000 shares of common stock, the restrictions on such shares will lapse in equal installments of 6,500 shares on June 30, 2008, 2009, 2010 and 2011, and an accompanying tax-offset right entitling the reporting person to receive, upon vesting of the restricted stock, a cash payment equal to the tax withholding incurred in connection with the event, including tax withholding incurred on the tax-offset payment.

2. Includes restricted stock grants of 26,000 shares of common stock, the restrictions on such shares will lapse in equal installments of 6,500 shares on June 30, 2008, 2009 and 2010.

3. Represents a restricted stock grant of 26,000 shares of common stock, the restrictions on which 6,500 shares have lapsed and the restrictions on the remaining 19,500 shares of common stock will lapse in equal installments of 6,500 shares on March 25, 2009, 2010, 2011 and 2012.

4. Represents (a) stock options for 116,000 shares of common stock, which will vest in equal installments of 29,000 shares on June 30, 2008, 2009, 2010 and 2011, and (b) stock options for 116,000 shares of common stock, which will vest in equal installments of 26,000 shares on March 25, 2009, 2010, 2011 and 2012.

	/s/ Roger L. Nicholson, attorney-in-fact for Bennett K. Hatfield	03/26/2008
	** 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).
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