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* Shields Emily K. (Last) (First) (Middle) 1301 MCKINNEY STREET, SUITE 2300 (Street) HOUSTON TX 77010 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/13/2022	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	30,311(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)	03/07/2023	Common Stock	1,056	29.35	D
Stock Option (Right to Buy)	(3)	02/18/2024	Common Stock	711	29.3	D

Explanation of Responses:

1. This number includes 8,170 shares of Common Stock and 22,141 shares of unvested Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the issuer's Common Stock. 2,145 RSUs will vest on 2/10/2023; 7,451 RSUs will vest in two annual installments - 3,725 RSUs will vest on 2/8/2023 and 3,726 RSUs will vest on 2/8/2024; 12,545 RSUs will vest in three annual installments - 4,265 will vest on 2/7/2023, 4,139 RSUs will vest on 2/7/2024 and 4,141 RSUs will vest on 2/7/2025; 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 four annual installments of 25% on each of 3/7/2014, 3/7/2015, 3/7/2016 and 3/7/2017.

3. 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:

SVP - Sustainability and Assistant General Counsel Exhibit 24 - Power of Attorney

	Ann D. Garnett, by power of attorney	06/23/2022
	** 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.
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 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 June 21, 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/ Emily K. Shields
                                   -------------------------------
                                   Emily K. Shields