Edgar Filing: Hinrichs Liane K

Ownership Submission

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 OF SECURITIES

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Hinrichs Liane K

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)
SrVP, Gen.Counsel & Corp. Sec.

(Last)

(First)

(Middle)

777 N. ELDRIDGE PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2010

(Street)

HOUSTON, TX 77079

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/10/2010		F		1,961	D	$ 16.97	126,120	D
Common Stock								2,859	I	401K Plan ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽²⁾

08/02/2010

J⁽³⁾

28,317

03/03/2011

Common Stock

28,317

$ 0

28,317

Restricted Stock Units

⁽²⁾

08/02/2010

J⁽⁴⁾

38,337

⁽⁵⁾

03/05/2012

Common Stock

38,337

$ 0

38,337

Stock Options (right to buy)

$ 5.64

08/02/2010

J⁽⁶⁾

54,405

⁽⁷⁾

03/05/2016

Common Stock

54,405

$ 0

54,405

Restricted Stock Units

⁽²⁾

08/02/2010

J⁽³⁾

33,283

03/05/2012

Common Stock

33,283

$ 0

33,283

Stock Options (right to buy)

$ 13.09

08/02/2010

J⁽⁸⁾

45,313

⁽⁹⁾

03/04/2017

Common Stock

45,313

$ 0

45,313

Restricted Stock Units

⁽²⁾

08/02/2010

J⁽¹⁰⁾

30,556

⁽¹¹⁾

03/04/2013

Common Stock

30,556

$ 0

30,556

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hinrichs Liane K 777 N. ELDRIDGE PARKWAY HOUSTON, TX 77079			SrVP, Gen.Counsel & Corp. Sec.

Signatures

Robert E. Stumpf, by power of attorney		11/15/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Based upon units held in 401K Plan and the fair market value of Common Stock as of November 10, 2010.
(2)	Each restricted stock unit represents a contingent right to receive one share of MDR common stock.
(3)	The restricted stock units were substituted for an original grant of performance shares in connection with the July 30, 2010 spin-off of The Babcock & Wilcox Company (the "Spin-off").
(4)	18,557 additional restricted stock units were granted as a result of adjustments in connection with the Spin-off.
(5)	The restricted stock units generally vest in three equal annual installments beginning March 5, 2010.
(6)	These options were originally reported as covering 42,105 shares at an exercise price of $10.93 per share, but only options covering 28,070 shares were outstanding immediately prior to the Spin-off, and these options were adjusted in connection with the Spin-off.
(7)	The options generally vest and become exercisable in three equal installments beginning March 5, 2010.
(8)	These options were originally reported as covering 23,379 shares at an exercise price of $25.37 per share, and these options were adjusted in connection with the Spin-off.
(9)	The options generally vest and become exercisable in three equal installments beginning March 4, 2011.
(10)	14,791 additional restricted stock units were granted as a result of adjustments in connection with the Spin-off.
(11)	The restricted stock units generally vest in three equal installments beginning March 4, 2011.

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.