Edgar Filing: MCDERMOTT INTERNATIONAL INC

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 ^*

BROWN ROGER A

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

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

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

(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)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

Stock Options (right to buy)

$ 3.35

08/02/2010

J⁽¹⁾

291

⁽²⁾

02/24/2015

Common Stock

291

$ 0

291

Stock Options (right to buy)

$ 3.43

08/02/2010

J⁽³⁾

5,233

⁽²⁾

05/04/2015

Common Stock

5,233

$ 0

5,233

Stock Options (right to buy)

$ 3.47

08/02/2010

J⁽⁴⁾

29,073

⁽²⁾

05/12/2015

Common Stock

29,073

$ 0

29,073

Stock Options (right to buy)

$ 10.79

08/02/2010

J⁽⁵⁾

1,744

⁽²⁾

05/03/2016

Common Stock

1,744

$ 0

1,744

Stock Options (right to buy)

$ 14.89

08/02/2010

J⁽⁶⁾

1,744

⁽²⁾

05/04/2017

Common Stock

1,744

$ 0

1,744

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BROWN ROGER A C/O MCDERMOTT INTERNATIONAL, INC. 777 N. ELDRIDGE PARKWAY HOUSTON, TX 77079	X

Signatures

Liane K. Hinrichs, by power of attorney		01/31/2011
^**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)	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").
(2)	100% of the options are vested.
(3)	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.
(4)	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.
(5)	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.
(6)	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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