SEC Form 4 · accession 0001127602-17-010897
MCDERMOTT INTERNATIONAL INC · MDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Dickson
Officer — President and CEO
Period of report
Mar 6, 2017
Accepted (ET)
Mar 8, 2017 · 5:42 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 | 102,040 | $0.00 | A | 983,005 | D | |
| Common StockF1 | Mar 6, 2017 | D | 102,040 | $6.86 | D | 880,965 | D | |
| Common Stock | Mar 6, 2017 | M | 306,122 | $0.00 | A | 1,187,087 | D | |
| Common StockF2 | Mar 6, 2017 | D | 153,061 | $6.86 | D | 1,034,026 | D | |
| Common Stock | Mar 6, 2017 | F | 64,209 | $6.86 | D | 969,817 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Mar 6, 2017 | M | 102,040 | D | — | — | Common Stock | 102,040 | 0 | D |
| Performance SharesF5 | — | Mar 6, 2017 | M | 306,122 | D | Mar 6, 2017 | Mar 6, 2017 | Common Stock | 306,122 | 0 | D |
Explanation of responses
- 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.
- F3Each 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.
- F4On March 6, 2014, the reporting person was granted 306,120 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
- F5Each 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.