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 *
  Mackie Thomas
2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2014
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)
VP&GM, Middle East
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 13,154
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) 03/05/2016 Common Stock 5,396 $ 5.64 D  
Stock Options (right to buy)   (2) 03/04/2017 Common Stock 3,047 $ 13.09 D  
Stock Options (right to buy)   (3) 03/04/2018 Common Stock 2,649 $ 25.64 D  
Stock Options (right to buy)   (4) 03/05/2019 Common Stock 3,882 $ 14.44 D  
Stock Options (right to buy)   (5) 03/05/2020 Common Stock 7,422 $ 10.5 D  
Restricted Stock Units   (6)   (6) Common Stock 831 $ (7) D  
Restricted Stock Units 12/31/2014 12/31/2014 Common Stock 8,183 $ (7) D  
Restricted Stock Units   (8)   (8) Common Stock 3,855 $ (7) D  
Restricted Stock Units   (9)   (9) Common Stock 30,612 $ (10) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mackie Thomas
C/O MCDERMOTT INTERNATIONAL, INC.
757 N. ELDRIDGE PARKWAY
HOUSTON, TX 77079
      VP&GM, Middle East  

Signatures

Liane K. Hinrichs, by Power of Attorney 04/10/2014
**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 are exercisable in three equal annual installments beginning March 5, 2010. 100% of the options are vested.
(2) The options are exercisable in three equal annual installments beginning March 4, 2011. 100% of the options are vested.
(3) The options are exercisable in three equal annual installments beginning March 4, 2012. 100% of the options are vested.
(4) The options are exercisable in three equal annual installments beginning March 5, 2013.
(5) The options are exercisable in three equal annual installments beginning March 5, 2014.
(6) The restricted stock units vest in three equal annual installments beginning March 5, 2013. One third of the shares (831) remain unvested.
(7) Each restricted stock unit represents a contingent right to receive one share of MDR common stock.
(8) The restricted stock units vest in four equal annual installments beginning March 5, 2014. Three quarters of the shares (3,855) remain unvested.
(9) The restricted stock units vest in three equal annual installments beginning March 6, 2015.
(10) 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.

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