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* Cornell Henry (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).
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                                    POWER OF ATTORNEY


     The  undersigned  does hereby  appoint Roger S. Begelman,  Felicia  Rector,
Andrea DeMar,  Yvette Kosic and Kevin P. Treanor (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 30th day
of January, 2008.



                                                        /s/ Henry Cornell
                                                        -------------------
                                                        Henry Cornell