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Form 3 MCDERMOTT INTERNATIONAL For: Jul 01 Filed by: Leys Andrew

July 11, 2016 5:52 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Leys Andrew

(Last) (First) (Middle)
757 N. ELDRIDGE PARKWAY

(Street)
HOUSTON TX 77079

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2016
3. Issuer Name and Ticker or Trading Symbol
MCDERMOTT INTERNATIONAL INC [ MDR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Human Resources
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 5,996
D
 
Common Stock 345
I
401K Plan (1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (2)   (2) Common Stock 17,804 (3) D  
Restricted Stock Units   (4)   (4) Common Stock 29,673 (3) D  
Explanation of Responses:
1. Based upon units held in 401K Plan and the fair market value of Common Stock as of July 1, 2016.
2. On March 5, 2015, the reporting person was granted 26,706 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
3. 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 common stock, (ii) cash equal to the fair market value of the shares of MDR common stock otherwise deliverable, or (iii) any combination thereof.
4. On February 26, 2016 the reporting person was granted 29,673 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
/s/ Liane K. Hinrichs, by Power of Attorney 07/11/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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