SEC FORM 3 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*
Daly John Francis

(Last) (First) (Middle)
C/O GOLDMAN, SACHS & CO.
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/11/2012
3. Issuer Name and Ticker or Trading Symbol
MRC GLOBAL INC. [ MRC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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 84,214,026 I See Footnotes(1)(2)
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
Explanation of Responses:
1. The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
2. The 84,214,026 shares of common stock, par value $0.01 per share ("Common Stock"), of MRC Global Inc. reported herein are beneficially owned directly by PVF Holdings LLC. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, the Common Stock owned by PVF Holdings LLC through certain investment partnerships (the "Funds") that are members of and own common units of PVF Holdings LLC because (i) affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the Funds and (ii) the Funds control PVF Holdings LLC and have the power to vote or dispose of the Common Stock owned by PVF Holdings LLC.
/s/ Kevin P. Treanor, Attorney-in-fact 04/11/2012
** 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.
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.
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                                    POWER OF ATTORNEY


     The  undersigned  does hereby  appoint Bruce A. Albert, Andrea DeMar,
Yvette Kosic, Kevin P. Treanor, Michael T. Seeley and Anthony DeRose (and any
other employee of The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-in-fact), his true and lawful
attorneys, and each of them his true and lawful  attorney, with power to act
without the other, and with full power of substitution and resubstitution, to
execute for him and in his name any Initial Statement of Beneficial Ownership
of Securities on Form 3, any Statement of Changes in Beneficial Ownership on
Form 4 and any Annual Statement of Changes in Beneficial Ownership on Form 5,
or any similar or successor form, which may be required to be filed by him with
the Securities and Exchange Commission and any and all instruments necessary or
incidental therewith, hereby granting unto said attorneys and each of them full
power and  authority to do and perform in the name and on behalf of the
undersigned, and in any and all capacities, every act and  thing  whatsoever
required or necessary to be done in and about the premises, as fully and to all
intents and purposes as the undersigned  might or could do in person, hereby
ratifying and approving the act of said attorneys and each of them.

     This power of attorney shall not be affected by the subsequent disability
or incompetence of the principal. This power of attorney shall remain in full
force and effect until either revoked in writing by the undersigned or until
such time as the person or persons to whom  power of  attorney  has been  hereby
granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of
its affiliates.

     In witness thereof the  undersigned  hereunto signed his name this 11th day
of September, 2008.



                                                /s/ John F. Daly
                                                -----------------
                                                    John F. Daly