- Statement of Changes in Beneficial Ownership (4)
January 31 2011 - 5:23PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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February 28, 2011
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BROWN ROGER A
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2. Issuer Name
and
Ticker or Trading Symbol
MCDERMOTT INTERNATIONAL INC
[
MDR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O MCDERMOTT INTERNATIONAL, INC., 777 N. ELDRIDGE PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/2/2010
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(Street)
HOUSTON, TX 77079
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (right to buy)
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$3.35
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8/2/2010
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J
(1)
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V
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291
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(2)
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2/24/2015
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Common Stock
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291
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$0
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291
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D
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Stock Options (right to buy)
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$3.43
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8/2/2010
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J
(3)
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V
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5233
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(2)
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5/4/2015
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Common Stock
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5233
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$0
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5233
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D
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Stock Options (right to buy)
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$3.47
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8/2/2010
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J
(4)
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V
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29073
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(2)
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5/12/2015
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Common Stock
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29073
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$0
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29073
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D
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Stock Options (right to buy)
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$10.79
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8/2/2010
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J
(5)
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V
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1744
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(2)
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5/3/2016
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Common Stock
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1744
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$0
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1744
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D
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Stock Options (right to buy)
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$14.89
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8/2/2010
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J
(6)
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V
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1744
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(2)
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5/4/2017
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Common Stock
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1744
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$0
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1744
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D
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Explanation of Responses:
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(
1)
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These options were originally reported as covering 50 shares at an exercise price of $19.475 per share, which were then adjusted in connection with the Issuer's 3-for-2 stock split on May 31, 2006 to cover 75 shares at an exercise price of $12.9833 per share, which were then adjusted in connection with the Issuer's 2-for-1 stock split on September 10, 2007 to cover 150 shares at an exercise price of $6.4917 per share, and these options were then adjusted in connection with the July 30, 2010 spin-off of The Babcock & Wilcox Company (the "Spin-off").
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(
2)
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100% of the options are vested.
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(
3)
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These options were originally reported as covering 900 shares at an exercise price of $19.935 per share, which were then adjusted in connection with the Issuer's 3-for-2 stock split on May 31, 2006 to cover 1,350 shares at an exercise price of $13.29 per share, which were then adjusted in connection with the Issuer's 2-for-1 stock split on September 10, 2007 to cover 2,700 shares at an exercise price of $6.645 per share, and these options were then adjusted in connection with the Spin-off.
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(
4)
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These options were originally reported as covering 5,000 shares at an exercise price of $20.18 per share, which were then adjusted in connection with the Issuer's 3-for-2 stock split on May 31, 2006 to cover 7,500 shares at an exercise price of $13.4533 per share, which were then adjusted in connection with the Issuer's 2-for-1 stock split on September 10, 2007 to cover 15,000 shares at an exercise price of $6.7267 per share, and these options were then adjusted in connection with the Spin-off.
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(
5)
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These options were originally reported as covering 300 shares at an exercise price of $62.75 per share, which were then adjusted in connection with the Issuer's 3-for-2 stock split on May 31, 2006 to cover 450 shares at an exercise price of $41.8333 per share, which were then adjusted in connection with the Issuer's 2-for-1 stock split on September 10, 2007 to cover 900 shares at an exercise price of $20.9167 per share, and these options were then adjusted in connection with the Spin-off.
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(
6)
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These options were originally reported as covering 450 shares at an exercise price of $57.735 per share, which were then adjusted in connection with the Issuer's 2-for-1 stock split on September 10, 2007 to cover 900 shares at an exercise price of $28.8675 per share, and these options were then adjusted in connection with the Spin-off.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BROWN ROGER A
C/O MCDERMOTT INTERNATIONAL, INC.
777 N. ELDRIDGE PARKWAY
HOUSTON, TX 77079
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X
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Signatures
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Liane K. Hinrichs, by power of attorney
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1/31/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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