CSL Form 4 MCDERMOTT INTERNATIONAL / Charitable Foundation Chatterjee 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^*

Chatterjee Fund Management LP

(Last) (First) (Middle)

888 SEVENTH AVE, 37TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MCDERMOTT INTERNATIONAL INC [ MDR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2019

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, par value $1.00 per share	10/03/2019		X		5,700	A	$8	18,231,242(1)	D(2)

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
Put Option (obligation to buy)	$8	10/03/2019		X			5,700	(3)	11/15/2019	Common Stock	5,700	$0	821,700(4)	D(2)

1. Name and Address of Reporting Person^*

Chatterjee Fund Management LP

(Last) (First) (Middle)

888 SEVENTH AVE, 37TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chatterjee Charitable Foundation

(Last) (First) (Middle)

888 SEVENTH AVE, 37TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MCPI Holdings Ltd

(Last) (First) (Middle)

C/O IQ EQ CORPORATE SERVICES

33, EDITH CAVELL STREET

(Street)

PORT-LOUIS O4 11324

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Labvantage Solutions Technologies Ltd

(Last) (First) (Middle)

C/O IQ EQ CORPORATE SERVICES

33, EDITH CAVELL STREET

(Street)

PORT-LOUIS O4 11324

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TCG Lifesciences Ltd

(Last) (First) (Middle)

C/O IQ EQ CORPORATE SERVICES

33, EDITH CAVELL STREET

(Street)

PORT-LOUIS O4 11324

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CSL Holdings Ltd

(Last) (First) (Middle)

C/O IQ EQ CORPORATE SERVICES

33, EDITH CAVELL STREET

(Street)

PORT-LOUIS O4 11324

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CHATTERJEE PURNENDU

(Last) (First) (Middle)

888 SEVENTH AVENUE, 37TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

Explanation of Responses:

1. Consists of 600,000 shares of common stock of the Issuer, par value $1.00 per share ("Common Stock"), held by Chatterjee Charitable Foundation ("CCF"), 3,573,300 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.

2. This Form 4 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. 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.

3. These options are currently exercisable.

4. Consists of 821,700 put 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 4 (b)(v).
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