SEC Form 4 · accession 0001127602-17-010890

MCDERMOTT INTERNATIONAL INC · MDR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — SVP, Gen.Counsel & Corp. Sec.

Period of report

Mar 6, 2017

Accepted (ET)

Mar 8, 2017 · 5:33 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000708819

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Mar 6, 2017	M	25,510	$0.00	A	373,846	D
Common Stock^F1	Mar 6, 2017	D	25,510	$6.86	D	348,336	D
Common Stock	Mar 6, 2017	M	76,530	$0.00	A	424,866	D
Common Stock^F2	Mar 6, 2017	D	38,265	$6.86	D	386,601	D
Common Stock	Mar 6, 2017	F	16,052	$6.86	D	370,549	D
Common Stock^F3	holding	—	—		—	3,101	I	401k Plan

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F4,F5	—	Mar 6, 2017	M	25,510	D	—	—	Common Stock	25,510	0	D
Performance Shares^F6	—	Mar 6, 2017	M	76,530	D	Mar 6, 2017	Mar 6, 2017	Common Stock	76,530	0	D

F1This disposition to the issuer reflects the settlement of 100% of the restricted stock units in cash, as determined in the sole discretion of the Compensation Committee
F2This disposition to the issuer reflects the settlement of one-half of the performance shares in cash, as determined in the sole discretion of the Compensation Committee.
F3Based upon units held in 401K Plan and the fair market value of Common Stock as of March 6, 2017.
F4Each 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.
F5On March 6, 2014, the reporting person was granted 76,530 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
F6Each performance share vested on March 6, 2017, and was 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. The Compensation Committee, in its sole discretion, determined to settle half of the performance shares in shares and half in cash.