Oceaneering International : Initial Statement of Beneficial Ownership

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF

SECURITIES

OMB APPROVAL

OMB Number: 3235-0104 Estimated average burden hours per response... 0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the

Investment Company Act of 1940

1. Name and Address of Reporting Person *	2. Date of Event Requiring		3. Issuer Name and Ticker or Trading Symbol
			Statement (MM/DD/YYYY)
DAVISON CHARLES		6/3/2019		OCEANEERING INTERNATIONAL INC [OII]
(Last)	(First)	(Middle)	4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
11911 FM 529			_____ Director	_____ 10% Owner
			___ X ___ Officer (give title below)	_____ Other (specify below)
			Chief Operating Officer /
	(Street)		5. If Amendment, Date		6. Individual or Joint/Group Filing (Check Applicable Line)
HOUSTON, TX 77041		Original Filed (MM/DD/YYYY)		_ X _ Form filed by One Reporting Person
						___ Form filed by More than One Reporting Person
(City)	(State)	(Zip)
			Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security				2. Amount of Securities	3. Ownership		4. Nature of Indirect Beneficial Ownership
(Instr. 4)				Beneficially Owned	Form: Direct		(Instr. 5)
				(Instr. 4)		(D) or Indirect
							(I)
							(Instr. 5)
Common Stock				0		D

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

1. Title of Derivate Security

2. Date Exercisable

3. Title and Amount of

4. Conversion

5. Ownership

6. Nature of Indirect

(Instr. 4)

and Expiration Date

Securities Underlying

or Exercise

Form of

Beneficial Ownership

(MM/DD/YYYY)

Derivative Security

Price of

Derivative

(Instr. 5)

(Instr. 4)

Derivative

Security:

Security

Direct (D) or

Date

Expiration

Title

Amount or Number of

Indirect (I)

Exercisable

Date

Shares

(Instr. 5)

Explanation of Responses:

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% OwnerOfficer

Other

DAVISON CHARLES

11911 FM 529

Chief Operating Officer

HOUSTON, TX 77041

Signatures

/s/David K. Lawrence, Attorney-in Fact for Charles W. Davison, Jr.

6/4/2019

**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 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.

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