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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1. Name and Address of Reporting Person* Roll Steven W (Last) (First) (Middle) 757 N. ELDRIDGE PARKWAY (Street) HOUSTON TX 77079 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/13/2010	3. Issuer Name and Ticker or Trading Symbol MCDERMOTT INTERNATIONAL INC [ MDR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, Bus Dev and Op Strategy	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	53,551	D
Common Stock	17,440	I	401K Plan(1)

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
Stock Options (right to buy)	(2)	03/18/2014	Common Stock	9,381	$1.55	D
Stock Options (right to buy)	(2)	05/12/2015	Common Stock	19,383	$3.47	D
Restricted Stock Units	03/03/2011	03/03/2011	Common Stock	10,757	$0	D
Stock Options (right to buy)	(3)	03/05/2016	Common Stock	26,381	$5.64	D
Restricted Stock Units	(4)	(4)	Common Stock	12,393	$0	D
Restricted Stock Units	03/05/2012	03/05/2012	Common Stock	10,757	$0	D
Stock Options (right to buy)	(5)	03/04/2017	Common Stock	15,711	$13.09	D
Restricted Stock Units	(6)	(6)	Common Stock	10,594	$0	D

Explanation of Responses:

1. Based upon units held in 401K Plan and the fair market value of Common Stock as of December 13, 2010.

2. 100% of the options are vested.

3. The options are exercisable in three equal annual installments. The first installment became exercisable on March 5, 2010, and the next two installments become exercisable on March 5, 2011 and March 5, 2012.

4. The restricted stock units vest in three equal annual installments. The first installment vested on March 5, 2010, and the next two installments vest on March 5, 2011 and March 5, 2012.

5. The options are exercisable in three equal annual installments beginning March 4, 2011.

6. The restricted stock units vest in three equal annual installments beginning March 4, 2011.

Remarks:

	Liane K. Hinrichs, by power of attorney	12/20/2010
	** 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.
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