X0203 3 2009-02-02 0 0001320934 International Coal Group, Inc. ICO 0001133521 STEELHEAD PARTNERS LLC 1301 FIRST AVENUE, SUITE 201 SEATTLE WA 98101 0 0 0 1 See footnotes 0001327721 JOHNSTON JAMES MICHAEL 1301 FIRST AVENUE, SUITE 201 SEATTLE WA 98101 0 0 0 1 See footnotes 0001327722 KLEIN BRIAN KATZ 1301 FIRST AVENUE, SUITE 201 SEATTLE WA 98101 0 0 0 1 See footnotes Common Stock 11294143 I See footnotes 9% Convertible Senior Notes 2012 2.00 2012-08-01 Common Stock 5214351 I See footnotes The reporting persons are: (i) Steelhead Partners, LLC ("Steelhead"), a registered investment advisor within the meaning of Rule 16a-1(a)(1)(v) under the Exchange Act; and (ii) each of James Michael Johnston and Brian Katz Klein, Steelhead's member-managers. The securities reported on this Form 3 are beneficially held by investment limited partnerships and/or client accounts for which Steelhead serves as the general partner and/or investment manager (the "Funds"). Each of Steelhead, Mr. Johnston, Mr. Klein and the Funds expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein. Although none of the Funds is itself the beneficial owner of more than 10% of the issuer's securities, Steelhead and the other reporting persons may be deemed to beneficially own the securities owned by the Funds insofar as they may be deemed to have the power to direct the voting or disposition of such securities. The reporting persons have elected therefore to file this Form 3 voluntarily to report the Funds' holdings on an aggregate basis, notwithstanding the reporting exemption applicable to registered investment advisors under Rule 16a-1(a)(1)(v) and to control persons under Rule 16a-1(a)(1)(vii). The filing of this Form 3 should not, however, be deemed an admission by any of the reporting persons that such person falls outside the scope of the foregoing exemptions, or that the reporting persons and/or the Funds form a group within the meaning of Rule 16a-1(a)(1). The 9% Convertible Senior Notes due 2012 (the "Senior Notes") may become convertible from time to time prior to the expiration date upon the occurence of certain trigger events, as set forth in the indenture governing the Senior Notes (the "Indenture"). Subject to the terms and conditions set forth in the Indenture, the Senior Notes may be converted into shares of the issuer's common stock at an initial conversion rate of 163.8136 shares per $1,000 of principal amount of Senior Notes, subject to adjustment as set forth in the Indenture. Steelhead Partners, LLC; By: J. Michael Johnston, its Member-Manager; /s/ J. Michael Johnston 2009-02-06 J. Michael Johnston; /s/ J. Michael Johnston 2009-02-06 Brian K. Klein; /s/ Brian K. Klein 2009-02-06