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^*

Wehrle H B III

(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)
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	0	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)
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)

Explanation of Responses:

1. PVF Holdings LLC ("PVF") owns 84,214,026 shares of common stock, par value $0.01 per share ("Common Stock"), of MRC Global Inc. (the "Company"). Mr. Wehrle owns 5,178.4082 common units ("Common Units") of PVF, representing 1.55% of the total outstanding Common Units. Mr. Wehrle may be deemed to beneficially own 1,306,685 shares of Common Stock indirectly through his ownership of such Common Units. Mr. Wehrle also owns 381.3098 profits units ("Profits Units") of PVF, representing 8.50% of the total outstanding Profits Units. The Amended and Restated Limited Liability Company Agreement of PVF, dated as of October 31, 2007 (the "LLC Agreement"), Amendment No. 1 to the LLC Agreement, dated as of December 18, 2007, and Amendment No. 2 to the LLC Agreement, dated as of October 31, 2009, are filed as exhibits 10.17, 10.17.1, and 10.17.2 to the Company's Registration Statement on Form S-1, File No. 333-178980.

2. Mr. Wehrle does not have the power to vote or dispose of the shares of Common Stock that correspond to his ownership of Common Units and thus does not have beneficial ownership of such shares. In addition, Mr. Wehrle does not have any pecuniary interest in the shares of Common Stock held by PVF because he does not control PVF and does not have or share investment control over the shares of Common Stock owned by PVF.

	/s/ Brian K. Shore, 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).
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.

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                           LIMITED POWER OF ATTORNEY

        The  undersigned,  being an executive  officer or director 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  each of Brian K. Shore and Daniel J. Churay 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,  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 shall do or cause to be done by virtue hereof.

        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 executed as of April 9, 2012.

/s/ Andrew R. Lane                        /s/ James E. Braun
--------------------------------------    --------------------------------------
Andrew R. Lane                            James E. Braun

/s/ Daniel J. Churay                      /s/ Gary A. Ittner
--------------------------------------    --------------------------------------
Daniel J. Churay                          Gary A. Ittner

/s/ James F. Underhill                    /s/ Leonard M. Anthony
--------------------------------------    --------------------------------------
James F. Underhill                        Leonard M. Anthony

/s/ Rhys J. Best                          /s/ Peter C. Boylan III
--------------------------------------    --------------------------------------
Rhys J. Best                              Peter C. Boylan III

/s/ Craig Ketchum                         /s/ Gerard P. Krans
--------------------------------------    --------------------------------------
Craig Ketchum                             Gerard P. Krans

/s/ Cornelis A. Linse                     /s/ John A. Perkins
--------------------------------------    --------------------------------------
Dr. Cornelis A. Linse                     John A. Perkins

/s/ H.B. Wehrle, III                      /s/ Elton R. Bond
--------------------------------------    --------------------------------------
H.B. Wehrle, III                          Elton R. Bond

/s/ Neil P. Wagstaff                      /s/ Scott A. Hutchinson
--------------------------------------    --------------------------------------
Neil P. Wagstaff                          Scott A. Hutchinson

/s/ Rory M. Isaac
--------------------------------------
Rory M. Isaac