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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ARCH COAL INC ONE CITYPLACE DRIVE SUITE 300 ST. LOUIS, MO 63141 |
X | |||
Atlas Acquisition Corp. C/O ARCH COAL, INC. ONE CITYPLACE DRIVE, SUITE 300 ST. LOUIS, MO 63141 |
X |
/s/ Robert G. Jones, Senior Vice President ? Law, General Counsel and Secretary for ARCH COAL, INC. | 06/16/2011 | |
**Signature of Reporting Person | Date | |
/s/ John W. Eaves, President for ALTAS ACQUISITION CORP. | 06/16/2011 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | 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"). |
(2) | 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. |
(3) | 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. |
(4) | 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). |
(5) | 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. |