Edgar Filing: MCDERMOTT INTERNATIONAL INC

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Cuthbertson Hugh

2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2014

3. Issuer Name and Ticker or Trading Symbol
MCDERMOTT INTERNATIONAL INC [MDR]

(Last)

(First)

(Middle)

C/O MCDERMOTT INTERNATIONAL, INC.,Â 757 N. ELDRIDGE PARKWAY

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP&GM, Asia Pacific

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

HOUSTON,Â TXÂ 77079

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	30,050	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)	Â ⁽¹⁾	03/05/2016	Common Stock	7,890	$ 5.64	D	Â
Stock Options (right to buy)	Â ⁽²⁾	03/04/2017	Common Stock	4,355	$ 13.09	D	Â
Stock Options (right to buy)	Â ⁽³⁾	03/04/2018	Common Stock	3,678	$ 25.64	D	Â
Stock Options (right to buy)	Â ⁽⁴⁾	03/05/2019	Common Stock	5,394	$ 14.44	D	Â
Stock Options (right to buy)	Â ⁽⁵⁾	03/05/2020	Common Stock	10,308	$ 10.5	D	Â
Restricted Stock Units	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	1,154	$ ⁽⁷⁾	D	Â
Restricted Stock Units	12/31/2014	12/31/2014	Common Stock	6,547	$ ⁽⁷⁾	D	Â
Restricted Stock Units	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	5,355	$ ⁽⁷⁾	D	Â
Restricted Stock Units	Â ⁽⁹⁾	Â ⁽⁹⁾	Common Stock	30,612	$ ⁽¹⁰⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Cuthbertson Hugh C/O MCDERMOTT INTERNATIONAL, INC. 757 N. ELDRIDGE PARKWAY HOUSTON,Â TXÂ 77079	Â	Â	Â VP&GM, Asia Pacific	Â

Signatures

Liane K. Hinrichs, by Power of Attorney		04/10/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	The options are exercisable in three equal annual installments beginning March 5, 2010. 100% of the options are vested.
(2)	The options are exercisable in three equal annual installments beginning March 4, 2011. 100% of the options are vested.
(3)	The options are exercisable in three equal annual installments beginning March 4, 2012. 100% of the options are vested.
(4)	The options are exercisable in three equal annual installments beginning March 5, 2013.
(5)	The options are exercisable in three equal annual installments beginning March 5, 2014.
(6)	The restricted stock units vest in three equal annual installments beginning March 5, 2013. One third of the shares (1,154) remain unvested.
(7)	Each restricted stock unit represents a contingent right to receive one share of MDR common stock.
(8)	The restricted stock units vest in four equal annual installments beginning March 5, 2014. Three quarters of the shares (5,355) remain unvested.
(9)	The restricted stock units vest in three equal annual installments beginning March 6, 2015.
(10)	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.

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