SEC Form 4 · accession 0001127602-18-017426
MCDERMOTT INTERNATIONAL INC · MDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tareq Kawash
Officer — SVP, Eur., Afr., Russ. & Casp.
Period of report
May 10, 2018
Accepted (ET)
May 14, 2018 · 6:30 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 | 2,481 | — | A | 2,481 | 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 UnitsF2,F3 | — | May 10, 2018 | A | 12,277 | A | — | — | Common Stock | 12,277 | 12,277 | D |
| Restricted Stock UnitsF4,F5 | — | May 10, 2018 | A | 2,031 | A | — | — | Common Stock | 2,031 | 2,031 | D |
| Restricted Stock UnitsF6,F7 | — | May 10, 2018 | A | 968 | A | — | — | Common Stock | 968 | 968 | D |
| Restricted Stock UnitsF8,F9 | — | May 10, 2018 | A | 391 | A | — | — | Common Stock | 391 | 391 | 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 restricted units were granted to the reporting person on February 15, 2017 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).
- F5The restricted stock units vest in four equal annual installments beginning on February 15, 2018.
- F6The restricted units were granted to the reporting person on February 18, 2016 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).
- F7The restricted stock units vest in four equal annual installments beginning February 18, 2017.
- F8The restricted units were granted to the reporting person on February 19, 2015 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).
- F9The restricted stock units vest in four equal annual installments beginning on February 19, 2016.