Sec Form 4 Filing - Lane Andrew R @ MRC GLOBAL INC. - 2016-02-18

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Lane Andrew R
2. Issuer Name and Ticker or Trading Symbol
MRC GLOBAL INC. [ MRC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, President & CEO
(Last) (First) (Middle)
FULBRIGHT TOWER, 1301 MCKINNEY ST., SUITE 2300
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2016
(Street)
HOUSTON, TX77010
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 02/18/2016 A 189,334 ( 1 ) A $ 0 492,664 D
Common Stock 02/18/2016 G( 2 ) V 189,334 ( 1 ) D $ 0 303,330 D
Common Stock 02/18/2016 G( 2 ) V 189,334 ( 1 ) A $ 0 492,664 I Through A Limited Partnership
Common Stock 02/18/2016 A 209,644 ( 3 ) A $ 0 702,308 D
Common Stock 02/18/2016 G( 2 ) V 209,644 ( 3 ) D $ 0 492,664 D
Common Stock 02/18/2016 G( 2 ) V 209,644 ( 3 ) A $ 0 702,308 I Through A Limited Partnership
Common Stock 02/18/2016 F 2,480 ( 4 ) D $ 9.41 699,828 I Through A Limited Partnership
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lane Andrew R
FULBRIGHT TOWER
1301 MCKINNEY ST., SUITE 2300
HOUSTON, TX77010
X Chairman, President & CEO
Signatures
Andrew R. Lane 02/22/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On 2/18/2016, the reporting person received 189,334 Restricted Stock Units (the "February 2016 Grant"). Each Restricted Stock Unit represents a contingent right to receive one share of issuer's Common Stock. 34% of the February 2016 Grant will vest on 2/18/2017 and 33% of the February 2016 Grant will vest on each of 2/18/2018 and 2/18/2019, each conditioned on the reporting person's continued service with the issuer and subject to accelerated vesting under certain circumstances.
( 2 )The reporting person transferred the Restricted Stock Units as a gift to a family limited partnership.
( 3 )On 2/18/2016, the reporting person received 209, 644 Restricted Stock Units (the "Special February 2016 Grant"). Each Restricted Stock Unit represents a contingent right to receive one share of the issuer's Common Stock. 50% of the Special February 2016 Grant will vest on 2/18/2018 and 50% of the Special February 2016 Grant will vest on 2/18/2020, each conditioned on the reporting person's continued service with the issuer and subject to accelerated vesting under certain circumstances
( 4 )The reporting person surrendered these shares to satisfy tax withholding obligations resulting from the vesting of certain share of the issuer's Common Stock.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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