FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Chatterjee Fund Management LP

MCDERMOTT INTERNATIONAL

_____ Director

__X__ 10% Owner

INC [ MDR ]

_____ Officer (give title below) _____ Other (specify below)

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)

888 SEVENTH AVE, 37TH FLOOR,

10/3/2019

(Street)

4. If Amendment, Date Original Filed (MM/DD/YYYY) 6. Individual or Joint/Group Filing (Check Applicable Line)

NEW YORK, NY 10106

___ Form filed by One Reporting Person

(City)

(State)

(Zip)

_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Trans. Date

2A. Deemed

3. Trans. Code

4. Securities Acquired (A)

5. Amount of Securities Beneficially Owned

6.

7. Nature

(Instr. 3)

Execution

(Instr. 8)

or Disposed of (D)

Following Reported Transaction(s)

Ownership

of Indirect

Date, if any

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Form:

Beneficial

Direct (D)

Ownership

or Indirect

(Instr. 4)

(A) or

(I) (Instr.

Code

V

Amount

(D)

Price

4)

Common Stock, par value $1.00 per share

10/3/2019

X

5700

A

$8

18231242 (1)

D (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate

2.

3. Trans.

3A. Deemed

4. Trans.

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Security

Conversion

Date

Execution

Code

Derivative

Expiration Date

Securities Underlying

Derivative

derivative

Ownership

of Indirect

(Instr. 3)

or Exercise

Date, if any

(Instr. 8)

Securities Acquired

Derivative Security

Security

Securities

Form of

Beneficial

Price of

(A) or Disposed of

(Instr. 3 and 4)

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

(D)

Owned

Security:

(Instr. 4)

Security

(Instr. 3, 4 and 5)

Following

Direct (D)

Date

Expiration

Amount or

Reported

or Indirect

Transaction(s)

(I) (Instr.

Title

Number of

Exercisable

Date

(Instr. 4)

4)

Code

V

(A)

(D)

Shares

Put Option

(3)

Common

821700 (4)

D (2)

(obligation to

$8

10/3/2019

X

5700

11/15/2019

5700

$0

Stock

buy)

Explanation of Responses:

  1. Consists of 600,000 shares of common stock of the Issuer, par value $1.00 per share ("Common Stock"), held by Chatterjee Charitable Foundation ("CCF"), 3,573,300 shares of Common Stock held by MCPI Holdings Limited ("MCPI"), 7,181,042 shares of Common Stock held by Chatterjee Fund Management, L.P. ("CFM") and 6,876,900 shares of Common Stock held by Labvantage Solutions Technologies Limited ("LVST"). TCG Lifesciences Limited ("TCGLF") is filing in its capacity as the parent company of LVST and CSL Holdings Limited ("CSL") is filing in its capacity as the parent company of TCGLF. CFM is the direct parent company of CSL and MCPI.
  2. This Form 4 is being filed jointly by (each a "Reporting Person" and, collectively, the "Reporting Persons") (i) CCF, (ii) MCPI, (iii) LVST, (iv) TCGLF, (v) CSL, (vi) CFM and (vii) Purnendu Chatterjee, as the general partner of CFM and trustee of CCF. Each Reporting Person disclaims beneficial ownership of the securities reported herein as owned, beneficially or of record, except to the extent of any pecuniary interest therein.
  3. These options are currently exercisable.
  4. Consists of 821,700 put options written by MCPI.

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% OwnerOfficerOther

Chatterjee Fund Management LP

888 SEVENTH AVE, 37TH FLOOR

X

NEW YORK, NY 10106

Chatterjee Charitable Foundation

888 SEVENTH AVE, 37TH FLOOR

X

NEW YORK, NY 10106

MCPI Holdings Ltd

C/O IQ EQ CORPORATE SERVICES

X

33, EDITH CAVELL STREET

PORT-LOUIS, O4 11324

Labvantage Solutions Technologies Ltd

C/O IQ EQ CORPORATE SERVICES

X

33, EDITH CAVELL STREET

PORT-LOUIS, O4 11324

TCG Lifesciences Ltd

C/O IQ EQ CORPORATE SERVICES

X

33, EDITH CAVELL STREET

PORT-LOUIS, O4 11324

CSL Holdings Ltd

C/O IQ EQ CORPORATE SERVICES

X

33, EDITH CAVELL STREET

PORT-LOUIS, O4 11324

CHATTERJEE PURNENDU

888 SEVENTH AVENUE, 37TH FLOOR

X

NEW YORK, NY 10106

Signatures

See Signatures included in Exhibit 99.1

10/8/2019

**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 4(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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EXHIBIT 99.1

Form 4 List of Reporting Owners and Signature Page

Name of designated filer: Chatterjee Fund Management, L.P.

Other joint filers: Chatterjee Charitable Foundation, MCP Holdings Limited, Labvantage Solutions Technologies Limited, TCG Lifesciences Limited, CSL Holdings Limited, Purnendu Chatterjee

Address for Chatterjee Fund Management, L.P., Chatterjee Charitable Foundation and Purnendu Chatterjee is: 888 Seventh Avenue, 37th Floor, New York, NY 10106

Address for MCP Holdings Limited, Labvantage Solutions Technologies Limited, TCG Lifesciences Limited and CSL Holdings Limited is: c/o IQ EQ Corporate Services, 33, Edith Cavell Street Port-Louis,11324, Mauritius

Date of Event Requiring Statement: October 3, 2019

Issuer Name and Ticker or Trading Symbol: McDermott International Inc. [MDR]

CHATTERJEE CHARITABLE FOUNDATION

By:

/s/ Purnendu Chatterjee

Name: Purnendu Chatterjee

Title: Trustee

MCPI HOLDINGS LIMITED

By:

/s/ Purnendu Chatterjee

Name: Purnendu Chatterjee

Title: Director

LABVANTAGE SOLUTIONS TECHNOLOGIES LIMITED

By: /s/ Purnendu Chatterjee

Name: Purnendu Chatterjee

Title: Director

TCG LIFESCIENCES LIMITED

By:

/s/ Purnendu Chatterjee

Name: Purnendu Chatterjee

Title: Director

CSL HOLDINGS LIMITED

By: /s/ Purnendu Chatterjee

Name: Purnendu Chatterjee

Title: Director

CHATTERJEE FUND MANAGEMENT, LP

By:

/s/

Purnendu Chatterjee

Name: Purnendu Chatterjee

Title: General Partner

/s/

Purnendu Chatterjee

Purnendu Chatterjee

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McDermott International Inc. published this content on 08 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 October 2019 00:40:04 UTC