SEC Filing - MRC Global Inc.

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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^*

Hutchinson Scott Alan

(Last)

(First)

(Middle)

2 HOUSTON CENTER

909 FANNIN, SUITE 3100

(Street)

HOUSTON

77010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2014

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 - North America Operations

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	25,602⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Options (Right to Buy)	⁽²⁾	12/03/2019	Common Stock	65,559	21.05	D
Stock Options (Right to Buy)	⁽²⁾	11/10/2021	Common Stock	11,049	18.1	D
Stock Options (Right to Buy)	05/09/2017⁽³⁾	05/09/2022	Common Stock	71,500	20.85	D
Stock Options (Right to Buy)	⁽⁴⁾	03/07/2023	Common Stock	23,130	29.35	D
Stock Options (Right to Buy)	⁽⁵⁾	02/18/2024	Common Stock	11,683	29.3	D

Explanation of Responses:

1. On 3/7/2013, the reporting person received 3,171 restricted shares (the "March 2013 Grant") of common stock, par value $0.01 per share, of MRC Global Inc. (the "Common Stock"). 20% of the March 2013 Grant vested on 3/7/2014, at which time 168 shares of Common Stock were surrendered to satisfy tax withholding obligations. Of the remaining March 2013 Grant, 20% will vest on each of 3/7/2015, 3/7/2016, 3/7/2017 and 3/7/2018 conditioned on the reporting person's continued service with the issuer and subject to accelerated vesting under certain circumstances. On 2/18/2014, the reporting person received 4,764 restricted shares (the "February 2014 Grant") of Common Stock. 25% of the February 2014 Grant will vest on each of 2/18/2015, 2/18/2016, 2/18/2017 and 2/18/2018 conditioned on the reporting person's continued service with the issuer and subject to accelerated vesting under certain circumstances.

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

3. All of the options reported above will vest and become exercisable on 5/9/2017 conditioned on the reporting person's continued service with the issuer and subject to accelerated vesting under certain circumstances.

4. 25% of the options reported above vested and became exercisable on 3/7/2014, and 25% of the options reported above will vest and become exercisable on each of 3/7/2015, 3/7/2016 and 3/7/2017 conditioned on the reporting person's continued service with the issuer and subject to accelerated vesting under certain circumstances.

5. 33% of the options reported above will vest and become 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, each conditioned on the reporting person's continued service with the issuer and subject to accelerated vesting under certain circumstances.

	/s/ Jeffrey P. Bennett, Attorney-in-fact	09/11/2014
	** 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.

LIMITED POWER OF ATTORNEY

The undersigned, being an executive officer of MRC Global Inc.
(the ?Corporation?), who will thereby 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 Jeffrey P. Bennett, or such attorney-in-fact?s
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
attorney-in-fact?s 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 attorney-in-fact?s 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 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
September 1, 2014, 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/ Scott A. Hutchinson		/s/ James E. Dionisio
Scott A. Hutchinson		James E. Dionisio