SEC Form 4 · accession 0001127602-19-008938
MCDERMOTT INTERNATIONAL INC · MDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stuart Spence
Officer — EVP and CFO
Period of report
Feb 26, 2019
Accepted (ET)
Feb 28, 2019 · 4:40 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 | Feb 26, 2019 | M | 23,080 | $0.00 | A | 165,041 | D | |
| Common Stock | Feb 26, 2019 | F | 9,081 | $8.61 | D | 155,960 | D | |
| Common Stock | Feb 26, 2019 | M | 69,239 | $0.00 | A | 225,199 | D | |
| Common Stock | Feb 26, 2019 | F | 27,356 | $8.61 | D | 197,843 | 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 UnitsF1,F2 | — | Feb 26, 2019 | M | 23,080 | D | — | — | Common Stock | 23,080 | 0 | D |
| Restricted Stock UnitsF3,F4 | — | Feb 26, 2019 | M | 69,239 | D | — | — | Common Stock | 69,239 | 0 | D |
Explanation of responses
- F1Each 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.
- F2The restricted stock units vest in three equal annual installments beginning on February 26, 2017.
- F3The 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.
- F4The restricted stock units will vest 100% on the third anniversary of the original grant date.