Amended Statement of Beneficial Ownership (3/a)
March 06 2020 - 6:30PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
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Brann Elizabeth Gentry |
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/1/2019
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3. Issuer Name and Ticker or Trading Symbol
MCDERMOTT INTERNATIONAL INC [MDRIQ]
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(Last)
(First)
(Middle)
C/O MCDERMOTT INTERNATIONAL, INC., 757 N. ELDRIDGE PARKWAY |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
SVP, Comm, Marketing & Admin / |
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(Street)
HOUSTON, TX 77079
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
5/6/2019
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Common Stock | 6003 (1) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Appreciation Rights | (2) | 10/29/2020 | Common Stock | 493 | $40.51 (3) | D | |
| Restricted Stock Units | (4) | (4) | Common Stock | 17775 | (4) | D | |
| Restricted Stock Units | (5) | (5) | Common Stock | 565 | (6) | D | |
| Restricted Stock Units | (7) | (7) | Common Stock | 1054 | (6) | D | |
| Restricted Stock Units | (8) | (8) | Common Stock | 5208 | (6) | D | |
| Explanation of Responses: |
| (1) | The reporting person beneficially owned an additional 541 shares of MDR common stock as of the date she became a Section 16 reporting person, which shares were inadvertently omitted from the reporting person's original Form 3 filing. Accordingly, this Form 3 Amendment is being filed to correctly state the number of shares of MDR common stock beneficially owned by the reported person as of the date she became a Section 16 reporting person. |
| (2) | 100% of the SARs are fully vested. |
| (3) | Each Stock Appreciation Right (SAR) represents the right to receive, upon exercise, shares of the Issuer's Common Stock with a value equal to the increase in the fair market value of one share of Common Stock from the date of grant of the SAR. |
| (4) | Each restricted stock unit represents a contingent right to receive the value of one share of MDR common stock, with such restricted stock units to be paid, in the sole discretion of the Compensation Committee: (i) in shares of MDR common stock, (ii) cash equal to the fair market value of the shares of MDR common stock otherwise deliverable, or (iii) any combination thereof. |
| (5) | The restricted stock units were granted on February 18, 2016 and vest in four equal annual installments beginning on the first anniversary of the grant date. |
| (6) | Each restricted stock unit represents a right to receive the value of one share of MDR common stock. |
| (7) | The restricted stock units were granted on February 15, 2017 and vest in four equal annual installments beginning on the first anniversary of the grant date. |
| (8) | The restricted stock units were granted on February 14, 2018 and vest in three equal annual installments beginning on the first anniversary of the grant date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Brann Elizabeth Gentry
C/O MCDERMOTT INTERNATIONAL, INC.
757 N. ELDRIDGE PARKWAY
HOUSTON, TX 77079 |
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| SVP, Comm, Marketing & Admin |
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Signatures
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| /s/ Kimberly J. Wolford, by Power of Attorney | | 3/6/2020 |
| **Signature of Reporting Person | Date |