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 of Derivative Security: 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 |
Stock Option (right to buy)
|
Â
(3)
|
10/30/2019 |
Common Stock
|
43,706
|
$
22.88
|
D
|
Â
|
Stock Option (right to buy)
|
Â
(4)
|
11/10/2021 |
Common Stock
|
13,812
|
$
18.1
|
D
|
Â
|
* |
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). |
(1) |
PVF Holdings LLC ("PVF") owns 84,214,026 shares of common stock, par value $0.01 per share ("Common Stock"), of MRC Global Inc. (the "Company"). Mr. Wagstaff owns 3,081.2400 common units ("Common Units") of PVF, representing 0.92% of the total outstanding Common Units. Mr. Wagstaff may be deemed to beneficially own 777,499 shares of Common Stock indirectly through his ownership of such Common Units. The Amended and Restated Limited Liability Company Agreement of PVF, dated as of October 31, 2007 (the "LLC Agreement"), Amendment No. 1 to the LLC Agreement, dated as of December 18, 2007, and Amendment No. 2 to the LLC Agreement, dated as of October 31, 2009, are filed as exhibits 10.17, 10.17.1, and 10.17.2 to the Company's Registration Statement on Form S-1, File No. 333-178980. |
(2) |
Mr. Wagstaff does not have the power to vote or dispose of the shares of Common Stock that correspond to his ownership of Common Units and thus does not have beneficial ownership of such shares. In addition, Mr. Wagstaff does not have any pecuniary interest in the shares of Common Stock held by PVF because he does not control PVF and does not have or share investment control over the shares of Common Stock owned by PVF. |
(3) |
33 1/3% of the options reported above will become exercisable on each of 10/30/2012, 10/30/2013, and 10/30/2014. |
(4) |
20% of the options reported above will become exercisable on each of 11/10/2012, 11/10/2013, 11/10/2014, 11/10/2015, and 11/10/2016. |