4//SEC Filing
International Coal Group, Inc. 4
Accession 0001209191-11-034971
CIK 0001320934operating
Filed
Jun 15, 8:00 PM ET
Accepted
Jun 16, 4:02 PM ET
Size
10.4 KB
Accession
0001209191-11-034971
Insider Transaction Report
Form 4
ARCH COAL INC
10% Owner
Transactions
- Purchase
Common Stock, par value $0.01 per share
2011-06-15$14.60/sh+32,461,919$473,944,017→ 10 total(indirect: See Footnote) - Purchase
Common Stock, par value $0.01 per share
2011-06-14$14.60/sh+120,441,395$1,758,444,367→ 292,157,281 total(indirect: See Footnote)
Footnotes (5)
- [F1]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").
- [F2]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.
- [F3]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.
- [F4]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).
- [F5]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.
Documents
Issuer
International Coal Group, Inc.
CIK 0001320934
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001320934
Filing Metadata
- Form type
- 4
- Filed
- Jun 15, 8:00 PM ET
- Accepted
- Jun 16, 4:02 PM ET
- Size
- 10.4 KB