Sec Form 4 Filing - Chatterjee Fund Management LP @ MCDERMOTT INTERNATIONAL INC - 2019-11-05

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
Chatterjee Fund Management LP
2. Issuer Name and Ticker or Trading Symbol
MCDERMOTT INTERNATIONAL INC [ MDR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
888 SEVENTH AVE, 37TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
11/05/2019
(Street)
NEW YORK, NY10106
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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, par value $1.00 per share 11/05/2019 X 30,000 A $ 6 18,261,242 D ( 1 )
Common Stock, par value $1.00 per share 11/05/2019 X 7,500 A $ 7 18,268,742 D ( 1 )
Common Stock, par value $1.00 per share 11/05/2019 X 7,500 A $ 8 18,276,242 ( 2 ) D ( 1 )
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
Put Option (obligation to buy) $ 6 11/05/2019 X 30,000 ( 3 ) 11/15/2019 Common Stock 30,000 $ 0 2,373,900 ( 4 ) D ( 1 )
Put Option (obligation to buy) $ 7 11/05/2019 X 7,500 ( 3 ) 11/15/2019 Common Stock 7,500 $ 0 570,800 ( 5 ) D ( 1 )
Put Option (obligation to buy) $ 8 11/05/2019 X 5,700 ( 3 ) 11/15/2019 Common Stock 5,700 $ 0 814,200 ( 6 ) D ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chatterjee Fund Management LP
888 SEVENTH AVE, 37TH FLOOR
NEW YORK, NY10106
X
Chatterjee Charitable Foundation
888 SEVENTH AVE, 37TH FLOOR
NEW YORK, NY10106
X
MCPI Holdings Ltd
C/O IQ EQ CORPORATE SERVICES
33, EDITH CAVELL STREET
PORT-LOUIS, O411324
X
Labvantage Solutions Technologies Ltd
C/O IQ EQ CORPORATE SERVICES
33, EDITH CAVELL STREET
PORT-LOUIS, O411324
X
TCG Lifesciences Ltd
C/O IQ EQ CORPORATE SERVICES
33, EDITH CAVELL STREET
PORT-LOUIS, O411324
X
CSL Holdings Ltd
C/O IQ EQ CORPORATE SERVICES
33, EDITH CAVELL STREET
PORT-LOUIS, O411324
X
CHATTERJEE PURNENDU
888 SEVENTH AVENUE, 37TH FLOOR
NEW YORK, NY10106
X
Signatures
See Signatures included in Exhibit 99.1 11/08/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is being filed jointly by (each a "Reporting Person" and, collectively, the "Reporting Persons") (i) CCF Chatterjee Charitable Foundation ("CCF"), (ii) MCPI Holdings Limited ("MCPI"), (iii) Labvantage Solutions Technologies Limited ("LVST"), (iv) TCG Lifesciences Limited ("TCGLF"), (v) CSL Holdings Limited ("CSL"), (vi) Chatterjee Fund Management, L.P. ("CFM") and (vii) Purnendu Chatterjee, as the general partner of CFM and trustee of CCF. Each Reporting Person disclaims beneficial ownership of the securities reported herein as owned, beneficially or of record, except to the extent of any pecuniary interest therein.
( 2 )Consists of 600,000 shares of common stock of the Issuer, par value $1.00 per share ("Common Stock"), held by CCF, 3,588,300 shares of Common Stock held by MCPI, 7,181,042 shares of Common Stock held by CFM and 6,906,900 shares of Common Stock held by LVST. TCGLF is filing in its capacity as the parent company of LVST and CSL is filing in its capacity as the parent company of TCGLF. CFM is the direct parent company of CSL and MCPI.
( 3 )These options are currently exercisable.
( 4 )Consists of 250,000 put options written by CFM, 1,523,300 put options written by LVST and 600,600 put options written by MCPI.
( 5 )Consists of 570,800 put options written by MCPI.
( 6 )Consists of 814,200 put options written by MCPI.

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