Sec Form 4 Filing - Kennefick Jonathan @ MCDERMOTT INTERNATIONAL INC - 2017-03-06

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 Kennefick Jonathan 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) SVP, Proj. Exec. & Delivery (Last) (First) (Middle) C/O MCDERMOTT INTERNATIONAL, INC., 757 N. ELDRIDGE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2017 (Street) HOUSTON, TX77079 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 03/06/2017 M 6,802 A $ 0 79,200 D Common Stock 03/06/2017 D 6,802 ( 1 ) D $ 6.86 72,398 D Common Stock 03/06/2017 M 7,653 A $ 0 80,051 D Common Stock 03/06/2017 D 3,826 ( 2 ) D $ 6.86 76,225 D Common Stock 03/06/2017 F 1,047 D $ 6.86 75,178 D Common Stock 957 I 401k Plan ( 3 )

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 Restricted Stock Units ( 4 ) 03/06/2017 M 6,802 ( 5 ) ( 5 ) Common Stock 6,802 $ 0 0 D Performance Shares ( 6 ) 03/06/2017 M 7,653 03/06/2017 03/06/2017 Common Stock 7,653 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kennefick Jonathan C/O MCDERMOTT INTERNATIONAL, INC. 757 N. ELDRIDGE PARKWAY HOUSTON, TX77079 SVP, Proj. Exec. & Delivery Signatures /s/ Liane K. Hinrichs, by Power of Attorney 03/08/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This disposition to the issuer reflects the settlement of 100% of the restricted stock units in cash, as determined in the sole discretion of the Compensation Committee. ( 2 )This disposition to the issuer reflects the settlement of one-half of the performance shares in cash, as determined in the sole discretion of the Compensation Committee. ( 3 )Based upon units held in 401K Plan and the fair market value of Common Stock as of March 6, 2017. ( 4 )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. ( 5 )On March 6, 2014, the reporting person was granted 20,406 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date. ( 6 )Each performance share vested on March 6, 2017, and was 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. The Compensation Committee, in its sole discretion, determined to settle half of the performance shares in shares and half in cash.

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 4(b)(v).

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