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^*

TODD JAMES A JR

(Last)

(First)

(Middle)

C/O WHEELING-PITTSBURGH CORPORATION

1134 MARKET STREET

(Street)

WHEELING

26003

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Esmark INC [ ESMK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2008

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	08/04/2008		U		2,000	D	$19.25	0	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)
Deferred Stock Unit	⁽¹⁾	08/04/2008		D			4,995	⁽¹⁾	⁽¹⁾	Common Stock	4,995	⁽¹⁾	0	D
Stock Option (righ to buy)	$17.62	08/04/2008		D			113	⁽²⁾	12/05/2016	Common Stock	113	$1.63	0	D
Stock Option (right to buy)	$23.73	08/04/2008		D			527	⁽³⁾	03/14/2017	Common Stock	527	⁽³⁾	0	D
Stock Option (right to buy)	$23.96	08/04/2008		D			522	⁽³⁾	05/14/2017	Common Stock	522	⁽³⁾	0	D
Stock Option (right to buy)	$17.13	08/04/2008		D			730	⁽⁴⁾	08/14/2017	Common Stock	730	$2.12	0	D
Stock Option (right to buy)	$19.28	08/04/2008		D			648	⁽³⁾	11/18/2017	Common Stock	648	⁽³⁾	0	D

Explanation of Responses:

1. Each Deferred Stock Unit became payable, was cancelled in the merger and exchanged for a cash payment of $19.25 per unit, pursuant to the Agreement and Plan of Merger, dated June 25, 2008, by and among OAO Severstal and Esmark Incorporated.

2. This option, which vested immediately upon the date of grant, was cancelled in the merger and automatically ceased to exist in exchange for a cash payment of $184.19, representing the product of (i) the excess of (x) $19.25 over (y) the per share exercise price of such option and (ii) the number of shares subject to such option as of the Effective Time, pursuant to the Agreement and Plan of Merger, dated June 25, 2008 by and among OAO Severstal and Esmark Incorporated.

3. This option, which vested immediately upon the date of grant, was cancelled in the merger and automatically ceased to exist without cash payment because the exercise price was greater than $19.25 per share, pursuant to the Agreement and Plan of Merger, dated June 25, 2008 by and among OAO Severstal and Esmark Incorporated.

4. This option, which vested immediately upon the date of grant, was cancelled in the merger and automatically ceased to exist in exchange for a cash payment of $1,547.60, representing the product of (i) the excess of (x) $19.25 over (y) the per share exercise price of such option and (ii) the number of shares subject to such option as of the Effective Time, pursuant to the Agreement and Plan of Merger, dated June 25, 2008 by and among OAO Severstal and Esmark Incorporated.

Remarks:

	/s/ Gary S. Regan by Power of Attorney for James A. Todd	08/06/2008
	** 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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