* For purposes of calculating beneficial ownership of MRC Global, Inc. the total number of shares of MRC Global Inc.’s Common Stock outstanding is 89,682,844 as of April 27, 2018, as reported by MRC Global Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 filed with the Securities and Exchange Commission on May 3, 2018.

Item 1.  Security and Issuer

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Schedule 13D initially filed with the Securities and Exchange Commission on June 19, 2015 (the “Original Schedule 13D”) by Henry Cornell, Cornell Investment Partners LLC, Cornell Capital GP II LP, Mario Investments LLC and Cornell Capital Special Situations Partners II LP relating to the Common Stock, par value $0.01 per share (the “Common Stock”), of MRC Global Inc., a Delaware corporation (the “Issuer” or the “Company”). Beginning on the date this Amendment No. 1 is filed, all references in the Original Schedule 13D to the Schedule 13D shall be deemed to refer to the Original Schedule 13D as amended by this Amendment No. 1. Only those items reported in this Amendment No. 1 are amended and all other items in the Original Schedule 13D are unchanged.

Item 4.  Purpose of Transaction

Item 4 is hereby amended by adding the following paragraph after the first paragraph and before the second paragraph thereof with the following text:

“On June 10, 2018, MI exercised its rights pursuant to the Certificate of Designations and the Shareholders’ Agreement to designate a director to the Board. On June 10, 2018, pursuant to the Certificate of Designations and the Shareholders’ Agreement, the Board was automatically increased by one member and MI designated Henry Cornell as its director designee, and the Board has elected Henry Cornell to join the Board. In connection with Henry Cornell’s election to the Board as a non-employee director, the Company granted to him 5,574 shares of restricted stock. It is expected that for so long as Mr. Cornell serves as a director of the Company, Mr. Cornell will continue to receive restricted stock or any other equity based awards consistent with those awarded to other non-employee directors of the Company.”

Item 5.  Interest in Securities of the Issuer

Item 5 is hereby amended and restated with the following text:

“(a) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference. Subject to the terms of the Certificate of Designations and the Shareholders’ Agreement, Mario Investments LLC, Cornell Capital Special Situations Partners II LP, Cornell Capital GP II LP, and Cornell Investment Partners LLC, are the beneficial owners of 20,302,009.2 shares of Common Stock, which represents 18.5% of the shares of Common Stock outstanding based on 89,682,844 shares of Common Stock outstanding as of March 31, 2018 (exclusive of unvested shares of restricted Common Stock granted under the Company’s equity plans) which number the Company represented and warranted to MI in the Purchase Agreement (as defined below). Henry Cornell is the beneficial owner of 20,345,835.2 shares of Common Stock, which represents 18.5% of the shares of Common Stock outstanding based on 89,682,844 shares of Common Stock outstanding as of March 31, 2018 (exclusive of unvested shares of restricted Common Stock granted under the Company’s equity plans) which number the Company represented and warranted to MI in the Purchase Agreement (as defined below). Of such shares of Common Stock beneficially owned by Henry Cornell, 20,302,009.2 are held subject to the terms of the Certificate of Designations and the Shareholders’ Agreement, 13,563 are shares of Common Stock held directly by Mr. Cornell, 10 are shares of Common Stock held by his minor son, 5,574 are shares of restricted stock held directly by Mr. Cornell and 9,415 are shares of Common Stock underlying vested stock options held by Mr. Cornell.

(b) Henry Cornell has sole voting power and sole dispositive power with regard to 28,562 shares of Common Stock (including shares underlying options). Henry Cornell, Mario Investments LLC, Cornell Capital Special Situations Partners II LP, Cornell Capital GP II LP, and Cornell Investment Partners LLC have shared voting power and shared dispositive power of 20,345,835.2 Shares.

(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of any transactions effected through 5:00 p.m., New York City time, on June 10, 2018. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.

(1) Represents a grant of restricted shares of Common Stock issued to Mr. Cornell in his capacity as a director of the Company.

Except as set forth in this Schedule 13D, no Reporting Person has effected any transaction in the Common Stock in the 60 days preceding the date hereof.

(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities described in this Statement.

(e) Not applicable.

The information set forth in Items 4 and 6 is incorporated herein by reference.”

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 12, 2018.

[Signature Page of Amendment to Schedule 13D – MRC Global Inc.]