Henry Cornell Form 4 MRC GLOBAL / Henry Cornell 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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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^*

Cornell Henry

(Last) (First) (Middle)

C/O CORNELL CAPITAL LLC

499 PARK AVENUE, 21ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MRC GLOBAL INC. [ MRC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2024

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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(1)	05/07/2024		A		12,196(2)	A	$0.00	96,370(3)(5)	D
Common Stock(1)								10(4)(5)	I	See footnote(4)

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

1. Name and Address of Reporting Person^*

Cornell Henry

(Last) (First) (Middle)

C/O CORNELL CAPITAL LLC

499 PARK AVENUE, 21ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cornell Capital Special Situations Partners II LP

(Last) (First) (Middle)

C/O CORNELL CAPITAL LLC

499 PARK AVENUE, 21ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cornell Capital GP II LP

(Last) (First) (Middle)

C/O CORNELL CAPITAL LLC

499 PARK AVENUE, 21ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cornell Investment Partners LLC

(Last) (First) (Middle)

C/O CORNELL CAPITAL LLC

499 PARK AVENUE, 21ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mario Investments LLC

(Last) (First) (Middle)

C/O CORNELL CAPITAL LLC

499 PARK AVENUE, 21ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. This statement is being filed jointly by Henry Cornell ("Mr. Cornell"), Cornell Capital Special Situations Partners II LP ("Cornell Special Situations II"), Cornell Capital GP II LP ("Cornell GP II"), Cornell Investment Partners LLC ("Cornell Investment Partners") and Mario Investments LLC ("Mario" and, together with Mr. Cornell, Cornell Special Situations II, Cornell GP II and Cornell Investment Partners, the "Reporting Persons"). Mr. Cornell is the sole member of Cornell Investment Partners, which is the general partner of Cornell GP II, which is the general partner of Cornell Special Situations II, which is the sole member of Mario. In addition, on June 10, 2018, Mr. Cornell was appointed to the Board of Directors of the Issuer (the "Board").

2. Represents shares of restricted common stock awarded to the reporting person on 05/07/2024 that will vest on 05/07/2025, conditioned on the reporting person's continued service as a director of the issuer through the earlier of that date and the end of the director's term and subject to (a) pro-rata vesting if the reporting person's service as a director terminates prior to the end of the director's term and (b) accelerated vesting under certain circumstances.

3. Mr. Cornell is the direct beneficial owner of these shares of common stock.

4. Reflects shares held by Mr. Cornell's minor son.

5. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, if any.

	/s/ Henry Cornell	05/09/2024
	/s/ Henry Cornell, Attorney-in-fact for Cornell Capital Special Situations Partners II LP	05/09/2024
	/s/ Henry Cornell, Attorney-in-fact for Cornell Capital GP II LP	05/09/2024
	/s/ Henry Cornell, Attorney-in-fact for Cornell Investment Partners LLC	05/09/2024
	/s/ Henry Cornell, Attorney-in-fact for Mario Investments LLC	05/09/2024
	** Signature of Reporting Person	Date
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