Sec Form 3/A Filing - Brann Elizabeth Gentry @ MCDERMOTT INTERNATIONAL INC - 2019-05-01

FORM 3/A 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 Brann Elizabeth Gentry 2. Issuer Name and Ticker or Trading Symbol MCDERMOTT INTERNATIONAL INC [ MDRIQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Comm, Marketing & Admin (Last) (First) (Middle) C/O MCDERMOTT INTERNATIONAL, INC., 757 N. ELDRIDGE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2019 (Street) HOUSTON, TX77079 4. If Amendment, Date Original Filed (MM/DD/YY) 05/06/2019 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 6,003 ( 1 ) 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 Stock Appreciation Rights $ 40.51 ( 3 ) ( 2 ) 10/29/2020 Common Stock 493 D Restricted Stock Units ( 4 ) ( 4 ) ( 4 ) Common Stock 17,775 D Restricted Stock Units ( 6 ) ( 5 ) ( 5 ) Common Stock 565 D Restricted Stock Units ( 6 ) ( 7 ) ( 7 ) Common Stock 1,054 D Restricted Stock Units ( 6 ) ( 8 ) ( 8 ) Common Stock 5,208 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brann Elizabeth Gentry C/O MCDERMOTT INTERNATIONAL, INC. 757 N. ELDRIDGE PARKWAY HOUSTON, TX77079 SVP, Comm, Marketing & Admin Signatures /s/ Kimberly J. Wolford, by Power of Attorney 03/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person beneficially owned an additional 541 shares of MDR common stock as of the date she became a Section 16 reporting person, which shares were inadvertently omitted from the reporting person's original Form 3 filing. Accordingly, this Form 3 Amendment is being filed to correctly state the number of shares of MDR common stock beneficially owned by the reported person as of the date she became a Section 16 reporting person. ( 2 )100% of the SARs are fully vested. ( 3 )Each Stock Appreciation Right (SAR) represents the right to receive, upon exercise, shares of the Issuer's Common Stock with a value equal to the increase in the fair market value of one share of Common Stock from the date of grant of the SAR. ( 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 )The restricted stock units were granted on February 18, 2016 and vest in four equal annual installments beginning on the first anniversary of the grant date. ( 6 )Each restricted stock unit represents a right to receive the value of one share of MDR common stock. ( 7 )The restricted stock units were granted on February 15, 2017 and vest in four equal annual installments beginning on the first anniversary of the grant date. ( 8 )The restricted stock units were granted on February 14, 2018 and vest in three equal annual installments beginning on the first anniversary of the grant date.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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