X0306 4 2018-05-10 0000708819 MCDERMOTT INTERNATIONAL INC MDR 0001729576 HEO RICHARD W. C/O MCDERMOTT INTERNATIONAL, INC. HOUSTON TX 77079 1 SVP, North, Centr. & South Am. Common Stock 2018-05-10 4 A 0 42293 A 42293 D Restricted Stock Units 2018-05-10 4 A 0 31249 0 A Common Stock 31249 31249 D Pursuant to the Business Combination Agreement, dated as of December 18, 2017 (the "BCA") to which the Issuer and Chicago Bridge & Iron Company N.V. ("CB&I") are parties, each ordinary share of CB&I beneficially owned by the Reporting Person at the effective time of the transactions contemplated by the BCA was exchanged for .82407 ordinary shares of the Issuer (the Exchange Ratio). The restricted units were granted to the reporting person on February 14, 2018 by CB&I. Each restricted stock unit represents a right to receive the value of one share of MDR common stock. Pursuant to the BCA, each restricted stock unit beneficially owned by the Reporting Person at the effective time of the transactions contemplated by the BCA was exchanged for .82407 restricted stock units of the Issuer (the Exchange Ratio). The restricted stock units vest in three equal annual installments beginning February 14, 2019. /s/ John M. Freeman, by Power of Attorney 2018-05-14