SEC FORM 3

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^*

Rowe Robert Scott

(Last)

(First)

(Middle)

1333 WEST LOOP SOUTH

SUITE 1700

(Street)

HOUSTON

77027

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2014

3. Issuer Name and Ticker or Trading Symbol
CAMERON INTERNATIONAL CORP [ CAM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

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	29,473	D
Common Stock	4,969	I	by Trust

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)
Incentive Stock Option (right to buy)	⁽¹⁾	11/13/2015	Common Stock	1,952	$22.3	D
Incentive Stock Option (right to buy)	11/06/2012	11/06/2016	Common Stock	2,548	$39.24	D
Incentive Stock Option (right to buy)	10/20/2013	10/20/2017	Common Stock	2,335	$42.81	D
Incentive Stock Option (right to buy)	11/16/2014	11/16/2021	Common Stock	1,951	$51.24	D
Incentive Stock Option (right to buy)	10/18/2015	10/18/2022	Common Stock	1,784	$56.05	D
Incentive Stock Option (right to buy)	10/17/2016	10/17/2023	Common Stock	1,539	$64.97	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	10/20/2017	Common Stock	30,965	$42.81	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	11/16/2021	Common Stock	18,781	$51.24	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	10/18/2022	Common Stock	23,726	$56.05	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	10/17/2023	Common Stock	30,579	$64.97	D
Phantom Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	393	⁽⁷⁾	D

Explanation of Responses:

1. Stock Options vest in three annual increments beginning 11/13/2009.

2. Stock Options vest in three annual increments beginning 10/20/2011.

3. Stock Options vest in three annual increments beginning 11/16/2012.

4. Stock Options vest in three annual increments beginning 10/18/2013.

5. Stock Options vest in three annual increments beginning 10/17/2014.

6. Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable in cash upon the reporting person's termination of service as an employee or retirement.

7. Shares purchased at fair market value on various dates.

	By: Grace B. Holmes For: R. Scott Rowe	05/23/2014
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.