Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  McLaughlin Brian
2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2015
3. Issuer Name and Ticker or Trading Symbol
MCDERMOTT INTERNATIONAL INC [MDR]
(Last)
(First)
(Middle)
C/O MCDERMOTT INTERNATIONAL, INC., 757 N. ELDRIDGE PARKWAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP, Commercial
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HOUSTON, TX 77079
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 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 12,181
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Stock Options (right to buy)   (1) 03/05/2019 Common Stock 3,237 $ 14.44 D  
Stock Options (right to buy)   (2) 03/05/2020 Common Stock 7,008 $ 10.5 D  
Restricted Stock Units   (3)   (3) Common Stock 2,428 $ (4) D  
Restricted Stock Units   (5)   (5) Common Stock 17,006 $ (6) D  
Restricted Stock Units   (7)   (7) Common Stock 41,541 $ (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McLaughlin Brian
C/O MCDERMOTT INTERNATIONAL, INC.
757 N. ELDRIDGE PARKWAY
HOUSTON, TX 77079
      Senior VP, Commercial  

Signatures

Liane K. Hinrichs, Attorney-in-fact 09/25/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The options became exercisable in three equal annual installments beginning March 5, 2013. 100% of the options are vested and exercisable.
(2) The options become exercisable in three equal annual installments. The first two installments became exercisable on March 5, 2014 and March 5, 2015, and the last installment becomes exercisable on March 5, 2016.
(3) The restricted stock units vest in four equal annual installments. The first two installments vested on March 5, 2014 and March 5, 2015, and the last two installments vest on March 5, 2016 and March 5, 2017.
(4) Each restricted stock unit represents a contingent right to receive one share of MDR comon stock.
(5) The restricted stock units vest in three equal annual installments. The first installment vested on March 6, 2015 and the last two installments vest on March 6, 2016 and March 6, 2017.
(6) Each restricted stock unit represents a contingent right to receive the value of one share of MDR common stock, with such restricted stock units to be paid, in the sole discretion of the Compensation Committee: (i) in shares of MDR common stock, (ii) cash equal to the fair market value of the shares of MDR common stock otherwise deliverable, or (iii) any combination thereof.
(7) The restricted stock units vest in three equal annual installments beginning March 6, 2016.

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