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^*

ROSS WILBUR L JR

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

600 LEXINGTON AVENUE, 19TH FLOOR

(Street)

NEW YORK

10022

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

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2005

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	11/21/2005		P		100	A	$12.95	23,608,232⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

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. In addition to the newly acquired 100 shares of common stock held directly by Mr. Ross, 16,564,263 shares are held directly by WLR Recovery Fund L.P. and 7,043,869 shares are held directly by WLR Recovery Fund II, L.P. (collectively, the "Funds"). Mr. Ross is the Chairman and Chief Executive Officer of WL Ross & Co. LLC and the managing member of each of WLR Recovery Associates LLC and WLR Recovery Associates II LLC. WLR Recovery Associates LLC is the general partner, and WL Ross & Co. LLC is the investment manager, of WLR Recovery Fund L.P. Similarly, WLR Recovery Associates II LLC is the general partner, and WL Ross & Co. LLC is the investment manager, of WLR Recovery Fund II, L.P. Accordingly, WL Ross & Co., LLC, WLR Recovery Associates LLC, WLR Recovery Associates II LLC, and Wilbur L. Ross, Jr. can be deemed to share voting and dispositive power over the shares held directly by the Funds.

2. The shares of common stock were acquired by the Reporting Person in connection with the Issuer's (a) corporate reorganization and (b) (i) acquisition of Anker Coal Group, Inc. ("Anker") pursuant to the Anker Business Combination Agreement, dated as of March 30, 2005, as amended, and (ii) acquisition of CoalQuest Development LLC ("CoalQuest") pursuant to the CoalQuest Business Combination Agreement, dated as of March 30, 2005, as amended.

3. Under the terms of the Anker Business Combination Agreement, (i) 7,043,869 shares of common stock were issued into escrow on behalf of WLR Recovery Fund L.P. and 918,656 shares of common stock were issued into escrow on behalf of WLR Recovery Fund II, L.P., the maximum number of shares issuable to the Funds in exchange for their shares of Anker and (ii) WLR Recovery Fund II, L.P. received 9,804,172 shares of common stock in the corporate reorganization. Under the terms of the CoalQuest Business Combination Agreement, 5,841,435 shares of common stock were issued into escrow on behalf of WLR Recovery Fund II, L.P. the maximum number of shares issuable in exchange for its membership interests of CoalQuest.

4. The actual number of shares issuable to the Funds in connection with the Anker and CoalQuest acquisitions is subject to adjustment based upon, in the case of Anker, 70,749,122 divided by the price per share at which the Issuer's common stock is offered in its proposed public offering, and, in the case of CoalQuest, 51,902,675 divided by the price per share at which the Issuer's common stock is offered in its proposed public offering. If the proposed public offering does not occur by March 31, 2006, the maximum number of shares will be issued. Assuming a public offering price of $12.45 per share of common stock as set forth on the cover of the Issuer's preliminary prospectus dated November 21, 2005, WLR Recovery Fund L.P. would receive 5,027,038 shares of common stock and WLR Recovery Fund II, L.P. would receive 4,824,512 shares of common stock.

	/s/ Wilbur L. Ross, Jr.	11/22/2005
	** 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).
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