SEC Info - Underhill James F - ‘3’ for 4/11/12 re: MRC Global Inc.

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^*

Underhill James F

(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)
4/11/12

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)
EVP and COO - North America

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)
Stock Option (right to buy)	⁽³⁾	12/3/19	Common Stock	21,853	22.84	D
Stock Option (right to buy)	⁽⁴⁾	11/10/21	Common Stock	13,812	18.1	D

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. Underhill owns 25.5296 common units ("Common Units") of PVF, representing 0.008% of the total outstanding Common Units. Mr. Underhill may be deemed to beneficially own 6,441 shares of Common Stock indirectly through his ownership of such Common Units. Mr. Underhill also owns 358.4312 profits units ("Profits Units") of PVF, representing 7.99% 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. Underhill 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. Underhill 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.

(3) 33 1/3% of the options reported above will become exercisable on each of 12/3/12, 12/3/13, and 12/3/14.

(4) 20% of the options reported above will become exercisable on each of 11/10/12, 11/10/13, 11/10/14, 11/10/15, and 11/10/16.

	/s/ Brian K. Shore, Attorney-in-fact	4/11/12
	** 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).
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Underhill James F – ‘3’ for 4/11/12 re: MRC Global Inc.

On: Wednesday, 4/11/12, at 3:56pm ET · For: 4/11/12 · As: Officer · Accession #: 1181431-12-23669 · File #: 1-35479

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Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
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