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* Smith Stephen B. (Last) (First) (Middle) 1301 MCKINNEY STREET, SUITE 2300 (Street) HOUSTON TX 77010 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/07/2022	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) See Remarks	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	36,925(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(2)	02/18/2024	Common Stock	1,074	29.3	D

Explanation of Responses:

1. This number includes 13,555 shares of Common Stock and 23,370 shares of unvested Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the issuer's Common Stock. 1,844 RSUs will vest on 2/11/2022; 4,813 RSUs will vest in two annual installments-2,406 RSUs will vest on 2/10/2022, and 2,407 RSUs will vest on 2/10/2023; 5,004 RSUs will vest on 2/10/2023; and 11,709 RSUs will vest in three annual installments-3,981 RSUs will vest on 2/8/2022, 3,863 RSUs will vest on 2/8/2023, and 3,865 RSUs will vest on 2/8/2024; each conditioned on the reporting person's continued service with the issuer and subject to accelerated vesting under certain circumstances.

2. The Stock Option vested in three annual installments as follows: 33% on 2/18/2015, 33% on 2/18/2016, and 34% on 2/18/2017.

Remarks:

Senior Vice President - International Exhibit 24 - Power of Attorney

	Ann D. Garnett, by power of attorney	01/24/2022
	** 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.
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                           LIMITED POWER OF ATTORNEY

      The undersigned,  being an officer of MRC Global Inc. (the "Corporation"),
 who will 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 attorney's-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 attorney's-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
attorney's-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 January 6, 2022, 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/ Stephen B. Smith
                                              ---------------------
                                              Stephen B. Smith