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* Stein Robert Wayne (Last) (First) (Middle) FULBRIGHT TOWER 1301 MCKINNEY ST., SUITE 2300 (Street) HOUSTON TX 77010 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/01/2016	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) SVP - Business Development	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	27,402(1)	D
Common Stock	2,629(2)	I	By Spouse

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)	(3)	02/18/2024	Common Stock	3,881	29.3	D
Stock Options (Right to Buy)	(3)	02/18/2024	Common Stock	242	29.3	I	By Spouse
Stock Options (Right to Buy)	(4)	11/10/2021	Common Stock	552	18.1	I	By Spouse
Stock Options (Right to Buy)	(5)	03/07/2023	Common Stock	613	29.35	I	By Spouse
Stock Options (Right to Buy)	(5)	03/07/2023	Common Stock	5,033	29.35	D

Explanation of Responses:

1. On 3/27/2007, the reporting person received 3,177 restricted shares of common stock, par value $0.01 per share of MRC Global Inc. (the "Common Stock") which are now fully vested. On 3/7/2013, the reporting person received 690 restricted shares (the "March 2013 Grant") of Common Stock. 20% of the March 2013 Grant vested on each of 3/7/2014, 3/7/2015 and 3/7/2016, at which times 46, 37 and 114 shares of Common Stock, respectively, were surrendered to satisfy tax withholding obligations. Of the remaining March 2013 Grant, 20% will vest on each of 3/7/2017 and 3/7/2018, and each is subject to accelerated vesting under certain circumstances. On 2/18/2014, the reporting person received 1,583 restricted shares (the "February 2014 Grant") of Common Stock. 25% of the February 2014 Grant vested on each of 2/18/2015 and 2/18/2016, at which times 129 and 105 shares of Common Stock, respectively, were surrendered to satisfy tax withholding obligations. Of the remaining February 2014 Grant, 25% will vest on each of 2/18/2017 and 2/18/2018, and each is subject to accelerated vesting under certain circumstances. On 2/17/2015, the reporting person received 10,008 restricted shares (the "February 2015 Grant") of Common Stock. 34% of the February 2015 Grant vested on 2/17/2016, at which time 3,151 shares of Common Stock were surrendered to satisfy tax withholding obligations, and 33% of the February 2015 Grant will vest on each of 2/17/2017 and 2/17/2018, and each is subject to accelerated vesting under certain circumstances. On 2/18/2016, the reporting person received 13,889 Restricted Stock Units (the "February 2016 Grant"). Each Restricted Stock Unit represents a contingent right to receive one share of issuer's Common Stock. 34% of the February 2016 Grant will vest on 2/18/2017 and 33% of the February 2016 Grant will vest on each of 2/18/2018 and 2/18/2019, each conditioned on the reporting person's continued service with the issuer through at least 2/18/2017 and subject to accelerated vesting under certain circumstances. On 5/13/2013, the reporting person received 437 shares of Common Stock in connection with an in-kind distribution of shares of Common Stock by PVF Holdings LLC to its members in accordance with the Amended and Restated Limited Liability Company Agreement of PVF Holdings LLC, dated October 31, 2007, as amended, with the closing price of the Common Stock on the New York Stock Exchange on the date of distribution of May 13, 2013 at $31.28. The reporting person also personally acquired 1,200 shares of Common Stock.

2. On 3/7/2013, the reporting person's spouse received 112 restricted shares (the "Spouse March 2013 Grant") of Common Stock. 20% of the Spouse March 2013 Grant vested on each of 3/7/2014, 3/7/2015 and 3/7/2016, at which times 8, 8 and 23 shares of Common Stock, respectively, were surrendered to satisfy tax withholding obligations. Of the remaining Spouse March 2013 Grant, 20% will vest on each of 3/7/2017 and 3/7/2018, and each is subject to accelerated vesting under certain circumstances. On 2/18/2014, the reporting person's spouse received 150 restricted shares (the "Spouse February 2014 Grant") of Common Stock. 25% of the Spouse February 2014 Grant vested on each of 2/18/2015 and 2/18/2016, at which times 13 and 37 shares of Common Stock, respectively, were surrendered to satisfy tax withholding obligations. Of the remaining Spouse February 2014 Grant, 25% will vest on each of 2/18/2017 and 2/18/2018, and each is subject to accelerated vesting under certain circumstances. On 4/29/2015, the reporting person's spouse received 1,029 restricted shares (the "April 2015 Grant") of Common Stock. 34% of the April 2015 Grant will vest on 4/29/2016 and 33% of the April 2015 Grant will vest on each of 4/29/2017 and 4/29/2018, and each is subject to accelerated vesting under certain circumstances. On 2/18/2016, the reporting person's spouse received 1,427 Restricted Stock Units (the "Spouse February 2016 Grant"). Each Restricted Stock Unit represents a contingent right to receive one share of issuer's Common Stock. 34% of the Spouse February 2016 Grant will vest on 2/18/2017 and 33% of the Spouse February 2016 Grant will vest on each of 2/18/2018 and 2/18/2019, each conditioned on the reporting person's continued service with the issuer through at least 2/18/2017 and subject to accelerated vesting under certain circumstances.

3. 25% of the options reported above vested and became exercisable on each of 3/7/2014, 3/7/2015 and 3/7/2016, and 25% of the options reported above will vest and become exercisable on 3/7/2017, and each is subject to accelerated vesting under certain circumstances.

4. 33% of the options reported above vested and became exercisable on each of 2/18/2015 and 2/18/2016, and 34% of the options reported above will vest and become exercisable on 2/18/2017, and each is subject to accelerated vesting under certain circumstances.

5. All of the options reported above are fully vested and exercisable.

	Ann D. Garnett	04/11/2016
	** Signature of Reporting Person	Date
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