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Filing Details

Accession Number:: 0001140361-12-048106
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-11-19 18:40:47
Reporting Period:: 2012-11-15

Filing Date:: 2012-11-19
Accepted Time:: 2012-11-19 18:40:47
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1439095	Mrc Global Inc.	MRC	Wholesale-Industrial Machinery & Equipment (5084)	205956993

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1322225	Gs Capital Partners V Institutional, L.p.	200 West Street New York NY 10282	No	No	Yes	No
1359612	Gs Capital Partners V Offshore Fund, L.p.	200 West Street New York NY 10282	No	No	Yes	No
1359670	Gs Capital Partners V Gmbh & Co. Kg	200 West Street New York NY 10282	No	No	Yes	No
1386557	Gs Capital Partners Vi Gmbh & Co Kg	200 West Street New York NY 10282	No	No	Yes	No
1386577	Gs Capital Partners Vi Parallel Lp	200 West Street New York NY 10282	No	No	Yes	No
1389652	Pvf Holdings Llc	200 West Street New York NY 10282-2198	No	No	Yes	No
1394285	Gs Capital Partners Vi Offshore Fund, L.p.	200 West Street New York NY 10282	No	No	Yes	No
1394287	Gs Capital Partners Vi Fund, L.p.	200 West Street New York NY 10282-2198	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2012-11-15	23,000,000	$21.07	55,532,208	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Footnotes

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),
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 PVF Holdings LLC ("PVF") (GS Group, Goldman Sachs, GSCP V Advisors, GSCP V Offshore Advisors, GS Advisors V, GS GmbH, GSCP VI Advisors, GSCP VI Offshore Advisors, GS Advisors VI, the Funds and PVF, collectively, the "Reporting Persons").
Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
Pursuant to an underwriting agreement, dated November 8, 2012 (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 9, 2012 (the "Prospectus Supplement"), which Offering was consummated on November 15, 2012, PVF sold 23,000,000 shares of Common Stock. Pursuant to the Prospectus Supplement, the public offering price in the Offering of Common Stock by the Company was $22.00 per share of Common Stock and the underwriting discount was $0.935 per share of Common Stock. Accordingly, the Reporting Persons sold an aggregate of 23,000,000 shares of Common Stock and received a price per share of $21.065 (which is net of underwriting discounts and commissions) for an aggregate amount of $484,495,000.00.
The 55,532,208 shares of Common Stock of the Company reported herein are beneficially owned directly by PVF. The Funds are members of PVF and own common units of PVF. At this time, the Funds' common units of PVF correspond to 33,839,587 shares of Common Stock. The common units of PVF that correspond to the balance of Common Stock owned directly by PVF are held by former shareholders of the Company's predecessor companies, including McJunkin Corporation, Red Man Pipe & Supply Co., and Transmark Fcx Group B.V., as well as certain employees, officers and directors of the Company.
Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, all of the Common Stock owned directly by PVF through the Funds because (i) affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the Funds and (ii) the Funds control PVF and have the power to vote or dispose of the Common Stock owned by PVF. Goldman Sachs is a wholly-owned subsidiary of 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.
GS Capital V and its general partner, GSCP V Advisors, may be deemed to beneficially own indirectly 9,525,218 shares of Common Stock. GS V Offshore and its general partner, GSCP V Offshore Advisors, may be deemed to beneficially own indirectly 4,920,329 shares of Common Stock. GS V Institutional and its general partner, GS Advisors V, may be deemed to beneficially own indirectly 3,266,327 shares of Common Stock. GS Germany V and its general partner, GS GmbH, may be deemed to beneficially own indirectly 377,642 shares of Common Stock. GS Capital VI and its general partner, GSCP VI Advisors, may be deemed to beneficially own indirectly 7,351,988 shares of Common Stock (continued in footnote 8).
GS VI Offshore and its general partner, GSCP VI Offshore Advisors, may be deemed to beneficially own indirectly 6,115,124 shares of Common Stock. GS VI Parallel and its general partner, GS Advisors VI, may be deemed to beneficially own indirectly 2,021,670 shares of Common Stock. GS Germany VI and its general partner, GS GmbH, may be deemed to beneficially own indirectly 261,289 shares of Common Stock.
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.