SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/30/2019 | 3. Issuer Name and Ticker or Trading Symbol MCDERMOTT INTERNATIONAL INC [ MDR ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $1.00 per share | 18,225,542(1)(2) | D(3) | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Put Option (obligation to buy) | (4) | 11/15/2019 | Common Stock | 2,403,900(5) | 6 | D(3) | |
| Put Option (obligation to buy) | (4) | 11/15/2019 | Common Stock | 578,300(6) | 7 | D(3) | |
| Put Option (obligation to buy) | (4) | 11/15/2019 | Common Stock | 827,400(7) | 8 | D(3) | |
| Put Option (obligation to buy) | (4) | 01/17/2020 | Common Stock | 50,000(8) | 7 | D(3) | |
| Call Option (right to buy) | 02/21/2020 | 02/21/2020 | Common Stock | 4,450,000(9) | 4 | D(3) | |
| Call Option (right to buy) | 02/21/2020 | 02/21/2020 | Common Stock | 4,000,000(10) | 5 | D(3) | |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. This Form 3 is being filed by the Reporting Persons (as defined below) to reflect the acquisition of beneficial ownership (as defined under Section 13D of the Securities Exchange Act of 1934, as amended) of more than 10% of the common stock, par value $1.00 per share (the "Common Stock") of the Issuer. The Reporting Persons had, prior to the above described acquisition on the date of the event requiring this Form 3, beneficially owned less than 10% of the Common Stock. |
| 2. Consists of 600,000 shares of Common Stock held by Chatterjee Charitable Foundation ("CCF"), 3,567,600 shares of Common Stock held by MCPI Holdings Limited ("MCPI"), 7,181,042 shares of Common Stock held by Chatterjee Fund Management, L.P. ("CFM") and 6,876,900 shares of Common Stock held by Labvantage Solutions Technologies Limited ("LVST"). TCG Lifesciences Limited ("TCGLF") is filing in its capacity as the parent company of LVST and CSL Holdings Limited ("CSL") is filing in its capacity as the parent company of TCGLF. CFM is the direct parent company of CSL and MCPI. |
| 3. This Form 3 is being filed jointly by (each a "Reporting Person" and, collectively, the "Reporting Persons") (i) CCF, (ii) MCPI, (iii) LVST, (iv) TCGLF, (v) CSL, (vi) CFM and (vii) Purnendu Chatterjee, as the general partner of CFM and trustee of CCF. CCF is a charitable foundation and none of the Reporting Persons (other than CCF) has a pecuniary interest in the shares of Common Stock held by CCF. In addition, CCF has no pecuniary interest in the shares of Common Stock held by any other Reporting Person. Each Reporting Person disclaims beneficial ownership of the securities reported herein as owned, beneficially or of record, except to the extent of any pecuniary interest therein. |
| 4. These options are currently exercisable. |
| 5. Consists of 250,000 put options written by CFM, 1,553,300 put options written by LVST and 600,600 put options written by MCPI. |
| 6. Consists of 578,300 put options written by MCPI. |
| 7. Consists of 827,400 put options written by MCPI. |
| 8. Consists of 50,000 put options written by CFM. |
| 9. Consists of 4,450,000 call options written by LVST. |
| 10. Consists of 1,000,000 call options written by CFM and 3,000,000 call options written by MCPI. |
| See Signatures included in Exhibit 99.1 | 10/08/2019 | |
| ** Signature of Reporting Person | 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 5 (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. | ||
| 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 Number. | ||