Edgar Filing: NESSER JOHN T III

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

NESSER JOHN T III

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, COO

(Last)

(First)

(Middle)

C/O MCDERMOTT INTERNATIONAL, INC., 777 N. ELDRIDGE PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2010

(Street)

HOUSTON, TX 77079

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								314,181	D
Common Stock								200,000	I	By GRAT ⁽¹⁾
Common Stock								14,491	I	401K Plan ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽³⁾

08/02/2010

J⁽⁴⁾

23,874

⁽⁵⁾

03/05/2012

Common Stock

23,874

$ 0

23,874

Stock Options (right to buy)

$ 5.64

08/02/2010

J⁽⁶⁾

45,172

⁽⁷⁾

03/05/2016

Common Stock

45,172

$ 0

45,172

Restricted Stock Units

⁽³⁾

08/02/2010

J⁽⁸⁾

24,828

⁽⁹⁾

03/04/2013

Common Stock

24,828

$ 0

24,828

Stock Options (right to buy)

$ 13.09

08/02/2010

J⁽¹⁰⁾

36,818

⁽¹¹⁾

03/04/2017

Common Stock

36,818

$ 0

36,818

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NESSER JOHN T III C/O MCDERMOTT INTERNATIONAL, INC. 777 N. ELDRIDGE PARKWAY HOUSTON, TX 77079			EVP, COO

Signatures

Robert E. Stumpf, by power of attorney		11/15/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On October 27, 2010, the reporting person contributed 200,000 shares of MDR common stock to a grantor retained annuity trust of which the reporting person is Trustee and has indirect beneficial ownership.
(2)	Based upon units held in 401K Plan and the fair market value of Common Stock as of November 10, 2010.
(3)	Each restricted stock unit represents a contingent right to receive one share of MDR common stock.
(4)	11,556 additional restricted stock units were granted as a result of adjustments in connection with the July 30, 2010 spin-off of The Babcock & Wilcox Company (the "Spin-off").
(5)	The restricted stock units generally vest in three equal annual installments beginning March 5, 2010.
(6)	These options were originally reported as covering 34,959 shares at an exercise price of $10.93 per share, but only options covering 23,306 shares were outstanding immediately prior to the Spin-off, and these options were adjusted in connection with the Spin-off.
(7)	The options generally vest and become exercisable in three equal annual installments beginning March 5, 2010.
(8)	12,018 additional restricted stock units were granted as a result of adjustments in connection with the Spin-off.
(9)	The restricted stock units generally vest in three equal annual installments beginning March 4, 2011.
(10)	These options were originally reported as covering 18,996 shares at an exercise price of $25.37 per share, and these options were adjusted in connection with the Spin-off.
(11)	The options generally vest and become exercisable in three equal annual installments beginning March 4, 2011.

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