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Filing Details

Accession Number:: 0001140361-13-043183
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-11-15 17:01:40
Reporting Period:: 2013-11-13

Filing Date:: 2013-11-15
Accepted Time:: 2013-11-15 17:01:40
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
769993	Goldman Sachs & Co	200 West Street New York NY 10282	No	No	Yes	Yes
886982	Goldman Sachs Group Inc	200 West Street New York NY 10282	No	No	Yes	No
1232073	Goldman, Sachs Management Gp Gmbh	200 West Street New York NY 10282	No	No	Yes	No
1359609	Gscp V Advisors, L.l.c.	200 West Street New York NY 10282	No	No	Yes	No
1359610	Gscp V Offshore Advisors, L.l.c.	200 West Street New York NY 10282	No	No	Yes	No
1359613	Gs Capital Partners V Fund, L.p.	200 West Street New York NY 10282	No	No	Yes	No
1359614	Gs Advisors V, L.l.c.	200 West Street New York NY 10282	No	No	Yes	No
1394278	Gscp Vi Offshore Advisors, L.l.c.	200 West Street New York NY 10282	No	No	Yes	No
1394286	Gscp Vi Advisors, L.l.c.	200 West Street New York NY 10282	No	No	Yes	No
1394288	Gs Advisors Vi, L.l.c.	200 West Street New York NY 10282	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	2013-11-13	17,489,233	$28.50	7,017	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, 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").
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 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.
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.
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.