SEC Form 4 · accession 0001127602-18-017425
MCDERMOTT INTERNATIONAL INC · MDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Daniel M. McCarthy
Officer — EVP, Lummus Technology
Period of report
May 10, 2018
Accepted (ET)
May 14, 2018 · 6:29 pm EDT
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 StockF1 | May 10, 2018 | A | 74,137 | — | A | 74,137 | D | |
| Common StockF1 | May 10, 2018 | A | 44 | — | A | 44 | I | 401K Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | — | May 10, 2018 | A | 99,103 | A | — | — | Common Stock | 99,103 | 99,103 | D |
| Stock Options (Right to Buy)F4 | $8.19 | May 10, 2018 | A | 26,634 | A | Feb 20, 2010 | Feb 20, 2019 | Common Stock | 26,634 | 26,634 | D |
Explanation of responses
- F1Pursuant to the Business Combination Agreement, dated as of December 18, 2017 (the "BCA") to which the Issuer and Chicago Bridge & Iron Company N.V. ("CB&I") are parties, each ordinary share of CB&I beneficially owned by the Reporting Person at the effective time of the transactions contemplated by the BCA was exchanged for .82407 ordinary shares of the Issuer (the Exchange Ratio).
- F2The restricted units were granted to the reporting person on February 14, 2018 by CB&I. Each restricted stock unit represents a right to receive the value of one share of MDR common stock. Pursuant to the BCA, each restricted stock unit beneficially owned by the Reporting Person at the effective time of the transactions contemplated by the BCA was exchanged for .82407 restricted stock units of the Issuer (the Exchange Ratio).
- F3The restricted stock units vest in three equal annual installments beginning February 14, 2019.
- F4The stock options were originally options to purchase CB&I stock. Pursuant to the BCA, each stock option beneficially owned by the Reporting Person at the effective time of the transactions contemplated by the BCA was exchanged for .82407 stock options of the Issuer (the Exchange Ratio).