Edgar Filing: Cornell Henry

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Cornell Henry

2. Issuer Name and Ticker or Trading Symbol
MRC GLOBAL INC. [MRC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O CORNELL CAPITAL LLC, 499 PARK AVENUE, 21ST FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2019

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾	04/30/2019		A		6,857 ⁽²⁾	A	$ 0	25,994 ⁽³⁾ ⁽⁵⁾	D
Common Stock ⁽¹⁾								10 ⁽⁴⁾ ⁽⁵⁾	I	See Footnote ⁽⁴⁾

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Cornell Henry C/O CORNELL CAPITAL LLC 499 PARK AVENUE, 21ST FLOOR NEW YORK, NY 10022	X	X
Cornell Capital Special Situations Partners II LP C/O CORNELL CAPITAL LLC 499 PARK AVENUE, 21ST FLOOR NEW YORK, NY 10022		X
Cornell Capital GP II LP C/O CORNELL CAPITAL LLC 499 PARK AVENUE, 21ST FLOOR NEW YORK, NY 10022		X
Cornell Investment Partners LLC C/O CORNELL CAPITAL LLC 499 PARK AVENUE, 21ST FLOOR NEW YORK, NY 10022		X
Mario Investments LLC C/O CORNELL CAPITAL LLC 499 PARK AVENUE, 21ST FLOOR NEW YORK, NY 10022		X

Signatures

/s/ Joanna Reiss, Attorney-in-fact for Henry Cornell		05/02/2019
^**Signature of Reporting Person		Date
/s/ Joanna Reiss, Attorney-in-fact for Cornell Capital Special Situations Partners II LP		05/02/2019
^**Signature of Reporting Person		Date
/s/ Joanna Reiss, Attorney-in-fact for Cornell Capital GP II LP		05/02/2019
^**Signature of Reporting Person		Date
/s/ Joanna Reiss, Attorney-in-fact for Cornell Investment Partners LLC		05/02/2019
^**Signature of Reporting Person		Date
/s/ Joanna Reiss, Attorney-in-fact for Mario Investments LLC		05/02/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This statement is being filed jointly by Henry Cornell ("Mr. Cornell"), Cornell Capital Special Situations Partners II LP ("Cornell Special Situations II"), Cornell Capital GP II LP ("Cornell GP II"), Cornell Investment Partners LLC ("Cornell Investment Partners") and Mario Investments LLC ("Mario" and, together with Mr. Cornell, Cornell Special Situations II, Cornell GP II and Cornell Investment Partners, the "Reporting Persons"). Mr. Cornell is the sole member of Cornell Investment Partners, which is the general partner of Cornell GP II, which is the general partner of Cornell Special Situations II, which is the sole member of Mario. In addition, on June 10, 2018, Mr. Cornell was appointed to the Board of Directors of the Issuer (the "Board").
(2)	Represents shares of restricted common stock awarded to Mr. Cornell on 4/30/2019 in his capacity as a member of the Board that will vest on 4/30/2020, conditioned on Mr. Cornell's continued service as a member of the Board and subject to (a) pro-rata vesting if Mr. Cornell's service as a member of the Board terminates prior to 4/30/2020 and (b) accelerated vesting under certain circumstances.
(3)	Mr. Cornell is the direct beneficial owner of these shares of Common Stock.
(4)	Reflects shares held by Mr. Cornell's minor son.
(5)	Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, if any.

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