Sec Form 4/A Filing - Dickson David @ MCDERMOTT INTERNATIONAL INC - 2014-09-05

FORM 4/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 Dickson David 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) President and CEO (Last) (First) (Middle) C/O MCDERMOTT INTERNATIONAL, INC., 757 N. ELDRIDGE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 09/05/2014 (Street) HOUSTON, TX77079 4. If Amendment, Date Original Filed (MM/DD/YY) 09/09/2014 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 09/05/2014 S 70,000 ( 1 ) D $ 7.1804 ( 2 ) 396,432 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dickson David C/O MCDERMOTT INTERNATIONAL, INC. 757 N. ELDRIDGE PARKWAY HOUSTON, TX77079 President and CEO Signatures Liane K. Hinrichs, by Power of Attorney 09/10/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This footnote is an amendment to the Form 4 filed by Mr. Dickson on 9/9/2014. The shares sold in the transactions reported herein were sold by Mr. Dickson for personal financial management purposes. These shares were acquired on 10/31/2013 pursuant to a restricted stock grant of 537,482 shares that was intended to compensate him for the forfeiture of certain incentives from his former employer. The restrictions on 212,164 of these shares lapsed on 6/15/2014, and Mr. Dickson sold the 70,000 shares reported herein shortly after notification to him of his earliest opportunity to do so in accordance with McDermott's Insider Trading Policy. With the remaining shares owned by him, including unvested restricted stock, RSUs and performance shares, he remains in compliance with McDermott's Stock Ownership Guidelines, which require him to hold shares of McDermott common stock (including unvested shares under outstanding incentive awards) equal to a multiple of five times his base salary. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.15 to $7.22, inclusive. The reporting person undertakes to provide to McDermott, any security holder of McDermott, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

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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