Sec Form 4 Filing - Kawash Tareq @ MCDERMOTT INTERNATIONAL INC - 2018-05-10

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 Kawash Tareq 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, Eur., Afr., Russ. & Casp. (Last) (First) (Middle) C/C MCDERMOTT INTERNATIONAL, INC., 757 N. ELDRIDGE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 05/10/2018 (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 05/10/2018 A 2,481 A 2,481 D

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 ( 2 ) 05/10/2018 A 12,277 ( 3 ) ( 3 ) Common Stock 12,277 $ 0 12,277 D Restricted Stock Units ( 4 ) 05/10/2018 A 2,031 ( 5 ) ( 5 ) Common Stock 2,031 $ 0 2,031 D Restricted Stock Units ( 6 ) 05/10/2018 A 968 ( 7 ) ( 7 ) Common Stock 968 $ 0 968 D Restricted Stock Units ( 8 ) 05/10/2018 A 391 ( 9 ) ( 9 ) Common Stock 391 $ 0 391 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kawash Tareq C/C MCDERMOTT INTERNATIONAL, INC. 757 N. ELDRIDGE PARKWAY HOUSTON, TX77079 SVP, Eur., Afr., Russ. & Casp. Signatures /s/ John M. Freeman, by Power of Attorney 05/14/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Business Combination Agreement, dated as of December 18, 2017 (the "BCA") to which the Issuer and Chicago Bridge & Iron Company N.V. ("CB&I") are parties, each ordinary share of CB&I beneficially owned by the Reporting Person at the effective time of the transactions contemplated by the BCA was exchanged for .82407 ordinary shares of the Issuer (the Exchange Ratio). ( 2 )The restricted units were granted to the reporting person on February 14, 2018 by CB&I. Each restricted stock unit represents a right to receive the value of one share of MDR common stock. Pursuant to the BCA, each restricted stock unit beneficially owned by the Reporting Person at the effective time of the transactions contemplated by the BCA was exchanged for .82407 restricted stock units of the Issuer (the Exchange Ratio). ( 3 )The restricted stock units vest in three equal annual installments beginning February 14, 2019. ( 4 )The restricted units were granted to the reporting person on February 15, 2017 by CB&I. Each restricted stock unit represents a right to receive the value of one share of MDR common stock. Pursuant to the BCA, each restricted stock unit beneficially owned by the Reporting Person at the effective time of the transactions contemplated by the BCA was exchanged for .82407 restricted stock units of the Issuer (the Exchange Ratio). ( 5 )The restricted stock units vest in four equal annual installments beginning on February 15, 2018. ( 6 )The restricted units were granted to the reporting person on February 18, 2016 by CB&I. Each restricted stock unit represents a right to receive the value of one share of MDR common stock. Pursuant to the BCA, each restricted stock unit beneficially owned by the Reporting Person at the effective time of the transactions contemplated by the BCA was exchanged for .82407 restricted stock units of the Issuer (the Exchange Ratio). ( 7 )The restricted stock units vest in four equal annual installments beginning February 18, 2017. ( 8 )The restricted units were granted to the reporting person on February 19, 2015 by CB&I. Each restricted stock unit represents a right to receive the value of one share of MDR common stock. Pursuant to the BCA, each restricted stock unit beneficially owned by the Reporting Person at the effective time of the transactions contemplated by the BCA was exchanged for .82407 restricted stock units of the Issuer (the Exchange Ratio). ( 9 )The restricted stock units vest in four equal annual installments beginning on February 19, 2016.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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