SEC Form 4 · accession 0001127602-18-017428
MCDERMOTT INTERNATIONAL INC · MDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
L Richard Flury
Director
Period of report
May 10, 2018
Accepted (ET)
May 14, 2018 · 6:33 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 | 50,201 | — | A | 50,201 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF2,F3 | — | May 10, 2018 | A | 7,197 | A | — | — | Common Stock | 7,197 | 7,197 | 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 phantom stock units were granted to the reporting person on January 2, 2018 by CB&I pursuant to the CB&I Supervisory Board of Directors Fee Payment Plan. Each phantom stock unit represents a right to receive the value of one share of MDR common stock. Pursuant to the BCA, each phantom stock unit beneficially owned by the Reporting Person at the effective time of the transactions contemplated by the BCA was exchanged for .82407 phantom stock units of the Issuer (the Exchange Ratio).
- F3Phantom Stock units are payable in common stock one year after the reporting person's retirement from the Board of the Issuer.