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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Bates Grant R (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) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 02/08/2021
	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	02/08/2021		A		19,325(1)	A	$0.00	88,592	D
Common Stock	02/08/2021		A		4,593(2)	A	$0.00	93,185	D
Common Stock	02/08/2021		F		1,913(3)	D	$9.32	91,272	D
Common Stock	02/08/2021		A		1,925(4)	A	$0.00	5,016	I	By Spouse

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 8, 2021, the reporting person received 19,325 Restricted Stock Units (the "February 2021 Annual Grant"). Each Restricted Stock Unit represents a contingent right to receive one share of the issuer's Common Stock. 34% of the February 2021 Annual Grant will vest on February 8, 2022 and 33% of the February 2021 Annual Grant will vest on each of February 8, 2023 and February 8, 2024, each conditioned on the reporting person's continued service with the issuer and subject to accelerated vesting under certain circumstances.

2. The reporting person acquired these shares upon the settlement of certain Performance Share Units of the issuer.

3. The reporting person surrendered these shares to satisfy tax withholding obligations resulting from the settlement of certain Performance Share Units of the issuer.

4. On February 8, 2021, the reporting person received 1,925 Restricted Stock Units through his spouse (the "Spouse February 2021 Annual Grant"). Each Restricted Stock Unit represents a contingent right to receive one share of the issuer's Common Stock. 34% of the Spouse February 2021 Annual Grant will vest on February 8, 2022 and 33% of the Spouse February 2021 Annual Grant will vest on each of February 8, 2023 and February 8, 2024, each conditioned on the spouse's continued service with the issuer and subject to accelerated vesting under certain circumstances.

Remarks:

SVP - Strategy, Corp Dev & E-Commerce

	/s/ Ann D. Garnett, by power of attorney	02/10/2021
	** 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.
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