X0206 3 2015-06-10 0 0001439095 MRC GLOBAL INC. MRC 0001644701 Mario Investments LLC C/O DAVIS POLK & WARDWELL LLP 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001642240 Cornell Capital Special Situations Partners II LP C/O DAVIS POLK AND WARDWELL LLP 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001644727 Cornell Capital GP II LP C/O DAVIS POLK & WARDWELL LLP 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001644722 Cornell Investment Partners LLC C/O DAVIS POLK & WARDWELL LLP 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001309336 Cornell Henry C/O DAVIS POLK & WARDWELL LLP 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 Common Stock 5849 D 6.5% Series A Convertible Perpetual Preferred Stock 17.88 Common Stock 20302009.2 D Stock Option (right to buy) 24.07 Common Stock 9415 D This statement is being filed jointly by Mario Investments LLC ("Mario"), Cornell Capital Special Situations Partners II LP ("Cornell Special Situations II"), Cornell Capital GP II LP ("Cornell GP II"), Cornell Investment Partners LLC ("Cornell Investment Partners") and Henry Cornell ("Mr. Cornell" and, together with Mario, Cornell Special Situations II, Cornell GP II and Cornell Investment Partners, the "Reporting Persons"). Mr. Cornell is the sole member of Cornell Investment Partners, which is the general partner of Cornell GP II, which is the general partner of Cornell Special Situations II, which is the sole member of Mario. On May 19, 2015, the Issuer entered into a Purchase Agreement (the "Purchase Agreement") with Mario, pursuant to which the Issuer agreed to issue and sell to Mario an aggregate of 363,000 shares of its 6.50% Series A Convertible Perpetual Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), for an aggregate purchase price of $363 million, or $1,000 per share, in a privately negotiated transaction. The transactions contemplated by the Purchase Agreement closed on June 10, 2015 (the "Issuance Date"), at which time the Series A Preferred Stock was issued to Mario. The Series A Preferred Stock is convertible at the option of Mario at any time after the Issuance Date and, under certain circumstances, as required by the Issuer, into shares of Common Stock at an initial conversion rate of 55.9284 shares of Common Stock for each share of Series A Preferred Stock, which represents an initial conversion price of approximately $17.88 per share of Common Stock, subject to adjustment for stock splits and other similar corporate transactions. The Series A Preferred Stock does not have an expiration date. Mr. Cornell is the direct beneficial owner of these shares of Common Stock. Mario is the direct beneficial owner of these shares of Series A Preferred Stock. Cornell Special Situations II, Cornell GP II, Cornell Investment Partners and Mr. Cornell are indirect beneficial owners of these shares of Series A Preferred Stock. Mr. Cornell is the direct beneficial owner of these stock options. The stock options are fully exercisable, and expire on November 14, 2015, which is 180 days after Mr. Cornell's termination of service as a director of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported in Table I and Table II except to the extent of its pecuniary interest therein, if any. /s/ Joanna Reiss, Attorney-in-fact for Mario Investments LLC 2015-06-19 /s/ Joanna Reiss, Attorney-in-fact for Cornell Capital Special Situations Partners II LP 2015-06-19 /s/ Joanna Reiss, Attorney-in-fact for Cornell Capital GP II LP 2015-06-19 /s/ Joanna Reiss, Attorney-in-fact for Cornell Investment Partners LLC 2015-06-19 /s/ Joanna Reiss, Attorney-in-fact for Henry Cornell 2015-06-19