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*
Chatterjee Fund Management LP

(Last) (First) (Middle)
888 SEVENTH AVE, 37TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/30/2019
3. Issuer Name and Ticker or Trading Symbol
MCDERMOTT INTERNATIONAL INC [ MDR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 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)
Form filed by One Reporting Person
X 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, par value $1.00 per share 18,225,542(1)(2) D(3)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Put Option (obligation to buy) (4) 11/15/2019 Common Stock 2,403,900(5) 6 D(3)
Put Option (obligation to buy) (4) 11/15/2019 Common Stock 578,300(6) 7 D(3)
Put Option (obligation to buy) (4) 11/15/2019 Common Stock 827,400(7) 8 D(3)
Put Option (obligation to buy) (4) 01/17/2020 Common Stock 50,000(8) 7 D(3)
Call Option (right to buy) 02/21/2020 02/21/2020 Common Stock 4,450,000(9) 4 D(3)
Call Option (right to buy) 02/21/2020 02/21/2020 Common Stock 4,000,000(10) 5 D(3)
1. Name and Address of Reporting Person*
Chatterjee Fund Management LP

(Last) (First) (Middle)
888 SEVENTH AVE, 37TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Chatterjee Charitable Foundation

(Last) (First) (Middle)
888 SEVENTH AVE, 37TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MCPI Holdings Ltd

(Last) (First) (Middle)
C/O IQ EQ CORPORATE SERVICES
33, EDITH CAVELL STREET

(Street)
PORT-LOUIS O4 11324

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Labvantage Solutions Technologies Ltd

(Last) (First) (Middle)
C/O IQ EQ CORPORATE SERVICES
33, EDITH CAVELL STREET

(Street)
PORT-LOUIS O4 11324

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TCG Lifesciences Ltd

(Last) (First) (Middle)
C/O IQ EQ CORPORATE SERVICES
33, EDITH CAVELL STREET

(Street)
PORT-LOUIS O4 11324

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CSL Holdings Ltd

(Last) (First) (Middle)
C/O IQ EQ CORPORATE SERVICES
33, EDITH CAVELL STREET

(Street)
PORT-LOUIS O4 11324

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CHATTERJEE PURNENDU

(Last) (First) (Middle)
888 SEVENTH AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
Explanation of Responses:
1. This Form 3 is being filed by the Reporting Persons (as defined below) to reflect the acquisition of beneficial ownership (as defined under Section 13D of the Securities Exchange Act of 1934, as amended) of more than 10% of the common stock, par value $1.00 per share (the "Common Stock") of the Issuer. The Reporting Persons had, prior to the above described acquisition on the date of the event requiring this Form 3, beneficially owned less than 10% of the Common Stock.
2. Consists of 600,000 shares of Common Stock held by Chatterjee Charitable Foundation ("CCF"), 3,567,600 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.
3. This Form 3 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. CCF is a charitable foundation and none of the Reporting Persons (other than CCF) has a pecuniary interest in the shares of Common Stock held by CCF. In addition, CCF has no pecuniary interest in the shares of Common Stock held by any other Reporting Person. 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.
4. These options are currently exercisable.
5. Consists of 250,000 put options written by CFM, 1,553,300 put options written by LVST and 600,600 put options written by MCPI.
6. Consists of 578,300 put options written by MCPI.
7. Consists of 827,400 put options written by MCPI.
8. Consists of 50,000 put options written by CFM.
9. Consists of 4,450,000 call options written by LVST.
10. Consists of 1,000,000 call options written by CFM and 3,000,000 call options written by MCPI.
See Signatures included in Exhibit 99.1 10/08/2019
** 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).
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