SEC Form 4 · accession 0001127602-18-017397
MCDERMOTT INTERNATIONAL INC · MDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan Kennefick
Officer — SVP, Proj. Exec. & Delivery
Period of report
May 10, 2018
Accepted (ET)
May 14, 2018 · 5:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000708819
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | May 10, 2018 | A | 19,783 | A | — | — | Common Stock | 19,783 | 19,783 | D |
| Restricted Stock UnitsF3,F2 | — | May 10, 2018 | A | 4,529 | A | — | — | Common Stock | 4,529 | 4,529 | D |
Explanation of responses
- F1The restricted stock units were originally granted to the reporting person as performance units on February 26, 2016. On March 1, 2018, the Compensation Committee approved an amendment to the February 26, 2016 form of Performance Unit Award Agreement to provide that 100% of the initial performance units granted would be converted into time-vested restricted stock units vesting on the third anniversary of the original grant date, effective upon the closing of the Company's combination with Chicago Bridge & Iron Company, N.V., which occured May 10, 2018. 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 stock (ii) cash equal to the fair market value of the shares of MDR common stock otherwise deliverable, or (iii) any combination thereof.
- F2The restricted stock units will vest 100% on the third anniversary of the original grant date.
- F3The restricted stock units were originally granted to the reporting person as performance units on February 28, 2017. On March 1, 2018, the Compensation Committee approved an amendment to the February 28, 2017 form of Performance Unit Award Agreement to provide that 100% of the initial performance units granted would be converted into time-vested restricted stock units vesting on the third anniversary of the original grant date, effective upon the closing of the Company's combination with Chicago Bridge & Iron Company, N.V., which occurred May 10, 2018. 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 stock (ii) cash equal to the fair market value of the shares of MDR common stock otherwise deliverable, or (iii) any combination thereof.