Edgar Filing: GS Capital Partners VI Parallel LP

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 ^*

GS CAPITAL PARTNERS V GMBH & CO. KG

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

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

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

(Last)

(First)

(Middle)

MESSETURM, FRIEDRICH-EBERT-ANLAGE 49

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2012

(Street)

FRANKFURT AM MAIN 60308, 2M 60308

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								78,532,208	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Stock Option (right to buy)

$ 21.45

07/10/2012

35,958

07/10/2013

07/10/2022

Common Stock

35,958

$ 0

35,958

See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁸⁾ ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GS CAPITAL PARTNERS V GMBH & CO. KG MESSETURM FRIEDRICH-EBERT-ANLAGE 49 FRANKFURT AM MAIN 60308, 2M 60308		X
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. 200 WEST STREET NEW YORK, NY 10282		X
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. 200 WEST STREET NEW YORK, NY 10282		X
GS Capital Partners VI Fund, L.P. 200 WEST STREET NEW YORK, NY 10282-2198		X
GS Capital Partners VI GmbH & Co KG 200 WEST STREET NEW YORK, NY 10282		X
GS Capital Partners VI Offshore Fund, L.P. 200 WEST STREET NEW YORK, NY 10282		X		See footnotes (1), (2) and (3)
GS Capital Partners VI Parallel LP 200 WEST STREET NEW YORK, NY 10282		X
PVF Holdings LLC 835 HILLCREST DRIVE CHARLESTON, WV 25311		X

Signatures

/s/ Kevin P. Treanor, Attorney-in-fact		07/13/2012
^**Signature of Reporting Person		Date
/s/ Kevin P. Treanor, Attorney-in-fact		07/13/2012
^**Signature of Reporting Person		Date
/s/ Kevin P. Treanor, Attorney-in-fact		07/13/2012
^**Signature of Reporting Person		Date
/s/ Kevin P. Treanor, Attorney-in-fact		07/13/2012
^**Signature of Reporting Person		Date
/s/ Kevin P. Treanor, Attorney-in-fact		07/13/2012
^**Signature of Reporting Person		Date
/s/ Kevin P. Treanor, Attorney-in-fact		07/13/2012
^**Signature of Reporting Person		Date
/s/ Kevin P. Treanor, Attorney-in-fact		07/13/2012
^**Signature of Reporting Person		Date
/s/ Kevin P. Treanor, Attorney-in-fact		07/13/2012
^**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)	See Exhibit 99.1 for text of footonote (1).
(2)	See Exhibit 99.1 for text of footonote (2).
(3)	See Exhibit 99.1 for text of footonote (3).
(4)	See Exhibit 99.1 for text of footonote (4).
(5)	See Exhibit 99.1 for text of footonote (5).
(6)	See Exhibit 99.1 for text of footonote (6).
(7)	See Exhibit 99.1 for text of footonote (7).
(8)	See Exhibit 99.1 for text of footonote (8).
(9)	See Exhibit 99.1 for text of footonote (9).

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