SEC Form 3

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* Perkins Tosha (Last) (First) (Middle) C/O MCDERMOTT INTERNATIONAL INC. 757 NORTH ELDRIDGE PARKWAY (Street) HOUSTON TX 77079 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2020	3. Issuer Name and Ticker or Trading Symbol MCDERMOTT INTERNATIONAL INC [ MDRIQ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Chief HR Officer	5. If Amendment, Date of Original Filed (Month/Day/Year) 01/13/2020
			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	628(1)	D

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	19,749	(3)	D
Restricted Stock Units	(4)	(4)	Common Stock	1,786	(5)	D

Explanation of Responses:

1. The reporting person beneficially owned an additional 562 shares of MDR common stock as of the date she became a Section 16 reporting person, which shares were inadvertently omitted from the reporting person's original Form 3 filing. Accordingly, this Form 3 Amendment is being filed to correctly state the number of shares of MDR common stock beneficially owned by the reported person as of the date she became a Section 16 reporting person.

2. The restricted stock units were granted to the reporting person on February 27, 2019 and vest in three equal annual installments beginning February 27, 2020.

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. The restricted stock units vest in three equal annual installments beginning February 14, 2019.

5. Each restricted stock unit represents a right to receive the value of one share of MDR common stock.

	/s/ Kimberly J. Wolford, by Power of Attorney	03/06/2020
	** 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 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).
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