SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CAMBRE RONALD C
(Last) (First) (Middle)
C/O MCDERMOTT INTERNATIONAL, INC.
777 N. ELDRIDGE PARKWAY
(Street)
HOUSTON TX 77079
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MCDERMOTT INTERNATIONAL INC [ MDR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2006
4. 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 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 08/21/2006 M 450 A $10.4792 15,459 D
Common Stock 08/21/2006 S 450 D $49.9 15,009 D
Common Stock 08/21/2006 M 1,350 A $13.29 16,359 D
Common Stock 08/21/2006 S 1,350 D $49.9 15,009 D
Common Stock 08/21/2006 M 2,500 A $13.4533 17,509 D
Common Stock 08/21/2006 S 2,500 D $49.9 15,009 D
Common Stock 08/21/2006 M 450 A $5.8233 15,459 D
Common Stock 08/21/2006 S 450 D $49.9 15,009 D
Common Stock 08/21/2006 M 5,000 A $5.0166 20,009 D
Common Stock 08/21/2006 S 5,000 D $49.9 15,009 D
Common Stock 08/21/2006 M 1,350 A $3.3 16,359 D
Common Stock 08/21/2006 S 1,350 D $49.9 15,009 D
Common Stock 08/21/2006 M 188 A $5.6066 15,197 D
Common Stock 08/21/2006 S 188 D $49.9 15,009 D
Common Stock 08/21/2006 M 1,350 A $7.7656 16,359 D
Common Stock 08/21/2006 S 1,350 D $49.9 15,009 D
Common Stock 08/21/2006 M 7,500 A $7.1733 22,509 D
Common Stock 08/21/2006 S 7,500 D $49.9 15,009 D
Common Stock 08/21/2006 M 1,762 A $3.3 16,771 D
Common Stock 08/21/2006 S 1,762 D (1) 15,009(2) D
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 Securities Underlying Derivative Security (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: 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
Stock Options (Right to Buy) $10.4792(3) 08/21/2006 M 450(3) 11/01/2002 05/01/2012 Common Stock 450(3) $0 0(3) D
Stock Options (Right to Buy) $13.29(4) 08/21/2006 M 1,350(4) 11/04/2005 05/04/2015 Common Stock 1,350(4) $0 0(4) D
Stock Options (Right to Buy) $13.4533(5) 08/21/2006 M 2,500(5) (6) 05/12/2015 Common Stock 2,500(5) $0 5,000(5) D
Stock Options (Right to Buy) $5.8233(7) 08/21/2006 M 450(7) 11/05/2004 05/05/2014 Common Stock 450(7) $0 0(7) D
Stock Options (Right to Buy) $5.0166(8) 08/21/2006 M 5,000(8) (9) 05/13/2014 Common Stock 5,000(8) $0 2,500(8) D
Stock Options (Right to Buy) $3.3(10) 08/21/2006 M 1,350(10) 11/09/2003 05/09/2013 Common Stock 1,350(10) $0 0(10) D
Stock Options (Right to Buy) $5.6066(11) 08/21/2006 M 188(11) 06/06/2001 12/06/2010 Common Stock 188(11) $0 0(11) D
Stock Options (Right to Buy) $7.7656(12) 08/21/2006 M 1,350(12) 11/04/2001 05/04/2011 Common Stock 1,350(12) $0 0(12) D
Stock Options (Right to Buy) $7.1733(13) 08/21/2006 M 7,500(13) 11/01/2002 08/10/2011 Common Stock 7,500(13) $0 0(13) D
Stock Options (Right to Buy) $3.3(14) 08/21/2006 M 1,762(14) (15) 05/09/2013 Common Stock 1,762(14) $0 13,238(14) D
Explanation of Responses:
1. The stock was sold in multiple transactions at the following prices: 500 shares sold at $49.95 and 1,262 shares sold at $49.90.
2. The reporting person's ownership of common stock has been adjusted to reflect the 3-for-2 stock split that occurred on May 31, 2006.
3. This option was previously reported as covering 300 shares at an exercise price of $15.7188 per share, but was adjusted to reflect the 3 - for - 2 Stock Split that occurred on May 31, 2006.
4. This option was previously reported as covering 900 shares at an exercise price of $19.935 per share, but was adjusted to reflect the 3 - for - 2 Stock Split that occurred on May 31, 2006.
5. This option was previously reported as covering 5000 shares at an exercise price of $20.18 per share, but was adjusted to reflect the 3 - for - 2 Stock Split that occurred on May 31, 2006.
6. The options provided for vesting in three equal installments on May 12, 2006, 2007 and 2008.
7. This option was previously reported as covering 300 shares at an exercise price of $8.735 per share, but was adjusted to reflect the 3 - for - 2 Stock Split that occurred on May 31, 2006.
8. This option was previously reported as covering 5000 shares at an exercise price of $7.525 per share, but was adjusted to reflect the 3 - for - 2 Stock Split that occurred on May 31, 2006.
9. The options provided for vesting in three equal installments on May 13, 2005, 2006 and 2007.
10. This option was previously reported as covering 900 shares at an exercise price of $4.95 per share, but was adjusted to reflect the 3 - for - 2 Stock Split that occurred on May 31, 2006.
11. This option was previously reported as covering 125 shares at an exercise price of $8.41 per share, but was adjusted to reflect the 3 - for - 2 Stock Split that occurred on May 31, 2006.
12. This option was previously reported as covering 900 shares at an exercise price of $11.6484 per share, but was adjusted to reflect the 3 - for - 2 Stock Split that occurred on May 31, 2006.
13. This option was previously reported as covering 5000 shares at an exercise price of $10.76 per share, but was adjusted to reflect the 3 - for - 2 Stock Split that occurred on May 31, 2006.
14. This option was previously reported as covering 10000 shares at an exercise price of $4.95 per share, but was adjusted to reflect the 3 - for - 2 Stock Split that occurred on May 31, 2006.
15. The options provided for vesting in three equal installments on May 9, 2004, 2005 and 2006.
Remarks:
Liane K. Hinrichs, Attorney-in-Fact 08/23/2006
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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