4//SEC Filing
MRC GLOBAL INC. 4
Accession 0001140361-13-043184
CIK 0001439095operating
Filed
Nov 14, 7:00 PM ET
Accepted
Nov 15, 5:02 PM ET
Size
19.0 KB
Accession
0001140361-13-043184
Insider Transaction Report
Form 4
GS CAPITAL PARTNERS V GMBH & CO. KG
10% Owner
Transactions
- Sale
Common Stock
2013-11-13$28.50/sh−17,489,233$498,443,141→ 7,017 total(indirect: See footnotes)
Transactions
- Sale
Common Stock
2013-11-13$28.50/sh−17,489,233$498,443,141→ 7,017 total(indirect: See footnotes)
Transactions
- Sale
Common Stock
2013-11-13$28.50/sh−17,489,233$498,443,141→ 7,017 total(indirect: See footnotes)
Transactions
- Sale
Common Stock
2013-11-13$28.50/sh−17,489,233$498,443,141→ 7,017 total(indirect: See footnotes)
GS Capital Partners VI Parallel LP
10% Owner
Transactions
- Sale
Common Stock
2013-11-13$28.50/sh−17,489,233$498,443,141→ 7,017 total(indirect: See footnotes)
GS Capital Partners VI Fund, L.P.
10% Owner
Transactions
- Sale
Common Stock
2013-11-13$28.50/sh−17,489,233$498,443,141→ 7,017 total(indirect: See footnotes)
GS Capital Partners VI GmbH & Co KG
10% Owner
Transactions
- Sale
Common Stock
2013-11-13$28.50/sh−17,489,233$498,443,141→ 7,017 total(indirect: See footnotes)
Footnotes (6)
- [F1]This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCP V Advisors, L.L.C. ("GSCP V Advisors"), GSCP V Offshore Advisors, L.L.C. ("GSCP V Offshore Advisors"), GS Advisors V, L.L.C. ("GS Advisors V"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GSCP VI Advisors, L.L.C. ("GSCP VI Advisors"), GSCP VI Offshore Advisors, L.L.C. ("GSCP VI Offshore Advisors"), GS Advisors VI, L.L.C. ("GS Advisors VI"), GS Capital Partners V Fund, L.P. ("GS Capital V"), GS Capital Partners V GmbH & Co. KG ("GS Germany V"), GS Capital Partners V Institutional, L.P. ("GS V Institutional") (continued in footnote 2),
- [F2]GS Capital Partners V Offshore Fund, L.P. ("GS V Offshore"), GS Capital Partners VI Fund, L.P. ("GS Capital VI"), GS Capital Partners VI GmbH & Co. KG ("GS Germany VI"), GS Capital Partners VI Offshore Fund, L.P. ("GS VI Offshore"), GS Capital Partners VI Parallel, L.P. ("GS VI Parallel" and, together with GS Capital V, GS Germany V, GS V Institutional, GS V Offshore, GS Capital VI, GS Germany VI and GS VI Offshore, the "Funds" and, together with GS Group, Goldman Sachs, GSCP V Advisors, GSCP V Offshore Advisors, GS Advisors V, GS GmbH, GSCP VI Advisors, GSCP VI Offshore Advisors and GS Advisors VI, collectively, the "Reporting Persons").
- [F3]Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
- [F4]Pursuant to an underwriting agreement, dated November 6, 2013 (the "Underwriting Agreement"), and in connection with the registered public offering (the "Offering") of shares of common stock, par value $0.01 per share (the "Common Stock"), of MRC Global Inc. (the "Company"), pursuant to the prospectus supplement to the prospectus filed by the Company on November 8, 2013 (the "Prospectus Supplement"), which offering was consummated on November 13, 2013, the Funds sold 17,489,233 shares of Common Stock. The public offering price in the Offering of Common Stock was $28.90 per share of Common Stock and the underwriting discount was $0.40 per share of Common Stock. Accordingly, the Reporting Persons sold an aggregate of 17,489,233 shares of Common Stock and received a price per share of $28.50 (which is net of underwriting discounts and commissions) for an aggregate amount of $498,443,140.50.
- [F5]GS Group may be deemed to beneficially own, in the aggregate, 968 shares of restricted stock, consisting of 484 shares of restricted stock granted to each of Christopher A.S. Crampton and John F. Daly in their capacity as directors of the Company pursuant to the Company's 2011 Omnibus Incentive Plan. Messrs. Crampton and Daly, each a managing director of Goldman Sachs, each has an understanding with GS Group pursuant to which he holds such securities for the benefit of GS Group. In addition, an additional 6,049 shares are beneficially owned directly by Goldman Sachs and indirectly by GS Group. Goldman Sachs is the investment manager of certain of the Funds. Goldman Sachs holds an open short position of 48 shares of Common Stock, due to an exempt transaction.
- [F6]The Reporting Persons disclaim beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Documents
Issuer
MRC GLOBAL INC.
CIK 0001439095
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001439095
Filing Metadata
- Form type
- 4
- Filed
- Nov 14, 7:00 PM ET
- Accepted
- Nov 15, 5:02 PM ET
- Size
- 19.0 KB