SEC FORM 3

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

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OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

Smith Stephen B.

(Last)

(First)

(Middle)

1301 MCKINNEY STREET, SUITE 2300

(Street)

HOUSTON

77010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/07/2022

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

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

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

5. 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 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	36,925⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	⁽²⁾	02/18/2024	Common Stock	1,074	$29.3	D

Explanation of Responses:

1. This number includes 13,555 shares of Common Stock and 23,370 shares of unvested Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the issuer's Common Stock. 1,844 RSUs will vest on 2/11/2022; 4,813 RSUs will vest in two annual installments-2,406 RSUs will vest on 2/10/2022, and 2,407 RSUs will vest on 2/10/2023; 5,004 RSUs will vest on 2/10/2023; and 11,709 RSUs will vest in three annual installments-3,981 RSUs will vest on 2/8/2022, 3,863 RSUs will vest on 2/8/2023, and 3,865 RSUs will vest on 2/8/2024; each conditioned on the reporting person's continued service with the issuer and subject to accelerated vesting under certain circumstances.

2. The Stock Option vested in three annual installments as follows: 33% on 2/18/2015, 33% on 2/18/2016, and 34% on 2/18/2017.

Remarks:

Senior Vice President - International Exhibit 24 - Power of Attorney

	Ann D. Garnett, by power of attorney	01/24/2022
	** 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.