Sheldon R Erikson Form 4 CAMERON INTERNATIONAL / SHELDON R ERIKSON ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ERIKSON SHELDON R

(Last) (First) (Middle)

1333 WEST LOOP SOUTH

SUITE 1700

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CAMERON INTERNATIONAL CORP [ CAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2015

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/07/2015		M		3,929	A	$52.09	1,036,157	D
Common Stock	05/07/2015		M		5,148	A	$52.09	1,041,305	D
Common Stock	05/07/2015		M		3,916	A	$52.09	1,045,221	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 (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 Securities Underlying Derivative Security (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: 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
Deferred Stock Units	$0.0(1)	05/07/2015		M			5,148	(1)	(1)	Common Stock	5,148	$52.09	3,929	D
Deferred Stock Units	$0.0(1)	05/07/2015		M			3,929	(1)	(1)	Common Stock	3,929	$52.09	0	D
Deferred Stock Units	(1)	05/07/2015		M			3,916	(1)	(1)	Common Stock	3,916	$52.09	0	D

Explanation of Responses:

1. The Deferred Stock Units (DSUs) were converted into common stock, per the terms of the DSU Award Agreement, on May 8, 2015. Mr. Erikson retired from the Cameron International Corporation Board of Directors on May 8, 2015, and all vested DSUs were released to him.

	By: Grace B. Holmes For: Sheldon R. Erikson	05/11/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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