Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hinrichs Liane K
   2. Issuer Name and Ticker or Trading Symbol
MCDERMOTT INTERNATIONAL INC [MDR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Gen.Counsel & Corp. Sec.
(Last)
(First)
(Middle)
C/O MCDERMOTT INTERNATIONAL, INC., 757 N. ELDRIDGE PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
03/06/2017
(Street)

HOUSTON, TX 77079		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/06/2017   M   25,510 A $ 0 373,846 D  
Common Stock 03/06/2017   D   25,510 (1) D $ 6.86 348,336 D  
Common Stock 03/06/2017   M   76,530 A $ 0 424,866 D  
Common Stock 03/06/2017   D   38,265 (2) D $ 6.86 386,601 D  
Common Stock 03/06/2017   F   16,052 D $ 6.86 370,549 D  
Common Stock               3,101 I 401k Plan (3)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (4) 03/06/2017   M     25,510   (5)   (5) Common Stock 25,510 $ 0 0 D  
Performance Shares (6) 03/06/2017   M     76,530 03/06/2017 03/06/2017 Common Stock 76,530 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hinrichs Liane K
C/O MCDERMOTT INTERNATIONAL, INC.
757 N. ELDRIDGE PARKWAY
HOUSTON, TX 77079		       SVP, Gen.Counsel & Corp. Sec.  

Signatures

 /s/ Robert E. Stumpf, by Power of Attorney   03/08/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This disposition to the issuer reflects the settlement of 100% of the restricted stock units in cash, as determined in the sole discretion of the Compensation Committee
(2) This disposition to the issuer reflects the settlement of one-half of the performance shares in cash, as determined in the sole discretion of the Compensation Committee.
(3) Based upon units held in 401K Plan and the fair market value of Common Stock as of March 6, 2017.
(4) Each restricted stock unit represents a contingent right to receive the value of one share of MDR common stock, with such restricted stock units to be paid, in the sole discretion of the Compensation Committee: (i) in shares of MDR common stock, (ii) cash equal to the fair market value of the shares of MDR common stock otherwise deliverable, or (iii) any combination thereof.
(5) On March 6, 2014, the reporting person was granted 76,530 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
(6) Each performance share vested on March 6, 2017, and was to be paid in the sole discretion of the Compensation Committee: (i) in shares of MDR common stock (ii) cash equal to the fair market value of the shares of MDR common stock otherwise deliverable, or (iii) any combination thereof. The Compensation Committee, in its sole discretion, determined to settle half of the performance shares in shares and half in cash.

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