SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Witt Karl

(Last) (First) (Middle)
FULBRIGHT TOWER, 1301
MCKINNEY ST., SUITE 2300

(Street)
HOUSTON TX 77010

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MRC GLOBAL INC. [ MRC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP Operations East/Gulf Coast
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2018
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/12/2018 A 10,571(1) A $0.00 63,869 D
Common Stock 02/13/2018 F 1,136(2) D $16.35 62,733 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On February 12, 2018, the reporting person received 10,571 Restricted Stock Units (the "February 2018 Annual Grant"). Each Restricted Stock Unit represents a contingent right to receive one share of issuer's Common Stock. 34% of the February 2018 Annual Grant will vest on 2/12/2019 and 33% of the February 2018 Annual Grant will vest on each of 2/12/20 and 2/12/21, each conditioned on the reporting person's continued service with the issuer and subject to accelerated vesting under certain circumstances.
2. The reporting person surrendered these shares to satisfy tax withholding obligations resulting from the vesting of certain Restricted Stock Units of the issuer's Common Stock.
Remarks:
/s/ Ann D. Garnett, by power of attorney 02/14/2018
** 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 4 (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.
                           LIMITED POWER OF ATTORNEY

        The undersigned, being an executive officer of MRC Global Inc. (the
"Corporation"), who will hereby be subject to the reporting obligations of
Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), with
respect to securities of the Corporation, hereby constitutes and appoints, with
full power of substitution or revocation, each of Daniel J. Churay and Ann D.
Garnett, or such attorneys'-in-fact substitute or substitutes, as the
undersigned's true and lawful attorneys-in-fact and agents to execute and file
for and on behalf of the undersigned Forms 3, 4 and 5 with the Securities and
Exchange Commission (the "SEC"), and to perform all acts necessary in order to
execute and file such Forms 3, 4 and 5, as he or she, as applicable, shall deem
appropriate.  The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents, or such attorneys'-in-fact substitute or
substitutes, shall do or cause to be done by virtue hereof.

        The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, or such attorneys'-
in-fact substitute or substitutes, are not assuming, nor is the Corporation
assuming, any of the undersigned's
 responsibilities to comply with Section 16 of
the Act.  This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Corporation, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.

        This Limited Power of Attorney is effective as of April 1, 2016, and any
previous power of attorney issued by the undersigned for the purpose of
executing and filing Forms 3, 4 and 5 with the SEC with respect to holdings of
and transactions in securities issued by the Corporation is hereby revoked
(without affecting the effectiveness of any such power of attorney prior to the
date hereof).


                                        /s/ Karl Witt
                                        --------------------------------
                                        Karl Witt