Form 3 Tcg Lifesciences Ltd

Initial statement of beneficial ownership of securities

Published: 2019-10-08 19:52:13
Submitted: 2019-10-08
Period Ending In: 2019-09-30
es1901135_3-mic.html OWNERSHIP DOCUMENT


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SEC FORM 3

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Chatterjee Fund Management LP

(Last) (First) (Middle)
888 SEVENTH AVE, 37TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/30/2019
3. Issuer Name and Ticker or Trading Symbol
MCDERMOTT INTERNATIONAL INC [ MDR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $1.00 per share 18,225,542(1)(2) D(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Put Option (obligation to buy) (4) 11/15/2019 Common Stock 2,403,900(5) 6 D(3)
Put Option (obligation to buy) (4) 11/15/2019 Common Stock 578,300(6) 7 D(3)
Put Option (obligation to buy) (4) 11/15/2019 Common Stock 827,400(7) 8 D(3)
Put Option (obligation to buy) (4) 01/17/2020 Common Stock 50,000(8) 7 D(3)
Call Option (right to buy) 02/21/2020 02/21/2020 Common Stock 4,450,000(9) 4 D(3)
Call Option (right to buy) 02/21/2020 02/21/2020 Common Stock 4,000,000(10) 5 D(3)
1. Name and Address of Reporting Person*
Chatterjee Fund Management LP

(Last) (First) (Middle)
888 SEVENTH AVE, 37TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Chatterjee Charitable Foundation

(Last) (First) (Middle)
888 SEVENTH AVE, 37TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MCPI Holdings Ltd

(Last) (First) (Middle)
C/O IQ EQ CORPORATE SERVICES
33, EDITH CAVELL STREET

(Street)
PORT-LOUIS O4 11324

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Labvantage Solutions Technologies Ltd

(Last) (First) (Middle)
C/O IQ EQ CORPORATE SERVICES
33, EDITH CAVELL STREET

(Street)
PORT-LOUIS O4 11324

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TCG Lifesciences Ltd

(Last) (First) (Middle)
C/O IQ EQ CORPORATE SERVICES
33, EDITH CAVELL STREET

(Street)
PORT-LOUIS O4 11324

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CSL Holdings Ltd

(Last) (First) (Middle)
C/O IQ EQ CORPORATE SERVICES
33, EDITH CAVELL STREET

(Street)
PORT-LOUIS O4 11324

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CHATTERJEE PURNENDU

(Last) (First) (Middle)
888 SEVENTH AVENUE, 37TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
Explanation of Responses:
1. This Form 3 is being filed by the Reporting Persons (as defined below) to reflect the acquisition of beneficial ownership (as defined under Section 13D of the Securities Exchange Act of 1934, as amended) of more than 10% of the common stock, par value $1.00 per share (the "Common Stock") of the Issuer. The Reporting Persons had, prior to the above described acquisition on the date of the event requiring this Form 3, beneficially owned less than 10% of the Common Stock.
2. Consists of 600,000 shares of Common Stock held by Chatterjee Charitable Foundation ("CCF"), 3,567,600 shares of Common Stock held by MCPI Holdings Limited ("MCPI"), 7,181,042 shares of Common Stock held by Chatterjee Fund Management, L.P. ("CFM") and 6,876,900 shares of Common Stock held by Labvantage Solutions Technologies Limited ("LVST"). TCG Lifesciences Limited ("TCGLF") is filing in its capacity as the parent company of LVST and CSL Holdings Limited ("CSL") is filing in its capacity as the parent company of TCGLF. CFM is the direct parent company of CSL and MCPI.
3. This Form 3 is being filed jointly by (each a "Reporting Person" and, collectively, the "Reporting Persons") (i) CCF, (ii) MCPI, (iii) LVST, (iv) TCGLF, (v) CSL, (vi) CFM and (vii) Purnendu Chatterjee, as the general partner of CFM and trustee of CCF. CCF is a charitable foundation and none of the Reporting Persons (other than CCF) has a pecuniary interest in the shares of Common Stock held by CCF. In addition, CCF has no pecuniary interest in the shares of Common Stock held by any other Reporting Person. Each Reporting Person disclaims beneficial ownership of the securities reported herein as owned, beneficially or of record, except to the extent of any pecuniary interest therein.
4. These options are currently exercisable.
5. Consists of 250,000 put options written by CFM, 1,553,300 put options written by LVST and 600,600 put options written by MCPI.
6. Consists of 578,300 put options written by MCPI.
7. Consists of 827,400 put options written by MCPI.
8. Consists of 50,000 put options written by CFM.
9. Consists of 4,450,000 call options written by LVST.
10. Consists of 1,000,000 call options written by CFM and 3,000,000 call options written by MCPI.
See Signatures included in Exhibit 99.1 10/08/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
1
es1901135_3-mic.xml OWNERSHIP DOCUMENT
Schema Version:
X0206
Document Type:
3
Period Of Report:
2019-09-30
No Securities Owned:
0

Issuer

Issuer Cik
0000708819
Issuer Name
MCDERMOTT INTERNATIONAL INC
Issuer Trading Symbol
MDR

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001063248
Rpt Owner Name
Chatterjee Fund Management LP

Reporting Owner Address

Rpt Owner Street1
888 SEVENTH AVE, 37TH FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10106

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001790562
Rpt Owner Name
Chatterjee Charitable Foundation

Reporting Owner Address

Rpt Owner Street1
888 SEVENTH AVE, 37TH FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10106

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001790583
Rpt Owner Name
MCPI Holdings Ltd

Reporting Owner Address

Rpt Owner Street1
C/O IQ EQ CORPORATE SERVICES
Rpt Owner Street2
33, EDITH CAVELL STREET
Rpt Owner City
PORT-LOUIS
Rpt Owner State
O4
Rpt Owner Zip Code
11324
Rpt Owner State Description
MAURITIUS

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001790582
Rpt Owner Name
Labvantage Solutions Technologies Ltd

Reporting Owner Address

Rpt Owner Street1
C/O IQ EQ CORPORATE SERVICES
Rpt Owner Street2
33, EDITH CAVELL STREET
Rpt Owner City
PORT-LOUIS
Rpt Owner State
O4
Rpt Owner Zip Code
11324
Rpt Owner State Description
MAURITIUS

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001790572
Rpt Owner Name
TCG Lifesciences Ltd

Reporting Owner Address

Rpt Owner Street1
C/O IQ EQ CORPORATE SERVICES
Rpt Owner Street2
33, EDITH CAVELL STREET
Rpt Owner City
PORT-LOUIS
Rpt Owner State
O4
Rpt Owner Zip Code
11324
Rpt Owner State Description
MAURITIUS

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001790566
Rpt Owner Name
CSL Holdings Ltd

Reporting Owner Address

Rpt Owner Street1
C/O IQ EQ CORPORATE SERVICES
Rpt Owner Street2
33, EDITH CAVELL STREET
Rpt Owner City
PORT-LOUIS
Rpt Owner State
O4
Rpt Owner Zip Code
11324
Rpt Owner State Description
MAURITIUS

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0000915989
Rpt Owner Name
CHATTERJEE PURNENDU

Reporting Owner Address

Rpt Owner Street1
888 SEVENTH AVENUE, 37TH FLOOR
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10106

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Non Derivative Holding

Security Title
Common Stock, par value $1.00 per share

Shares Owned Following Transaction

Value
18225542

Footnote Id

@attributes Id
F1
@attributes Id
F2

Direct Or Indirect Ownership

Value
D
@attributes Id
F3

Derivative Holding

Security Title
Put Option (obligation to buy)
Conversion Or Exercise Price
6.00
@attributes Id
F4
Expiration Date
2019-11-15

Underlying Security

Underlying Security Title
Common Stock

Underlying Security Shares

Value
2403900
@attributes Id
F5

Direct Or Indirect Ownership

Value
D
@attributes Id
F3
Security Title
Put Option (obligation to buy)
Conversion Or Exercise Price
7.00
@attributes Id
F4
Expiration Date
2019-11-15

Underlying Security

Underlying Security Title
Common Stock

Underlying Security Shares

Value
578300
@attributes Id
F6

Direct Or Indirect Ownership

Value
D
@attributes Id
F3
Security Title
Put Option (obligation to buy)
Conversion Or Exercise Price
8.00
@attributes Id
F4
Expiration Date
2019-11-15

Underlying Security

Underlying Security Title
Common Stock

Underlying Security Shares

Value
827400
@attributes Id
F7

Direct Or Indirect Ownership

Value
D
@attributes Id
F3
Security Title
Put Option (obligation to buy)
Conversion Or Exercise Price
7.00
@attributes Id
F4
Expiration Date
2020-01-17

Underlying Security

Underlying Security Title
Common Stock

Underlying Security Shares

Value
50000
@attributes Id
F8

Direct Or Indirect Ownership

Value
D
@attributes Id
F3
Security Title
Call Option (right to buy)
Conversion Or Exercise Price
4.00
Exercise Date
2020-02-21
Expiration Date
2020-02-21

Underlying Security

Underlying Security Title
Common Stock

Underlying Security Shares

Value
4450000
@attributes Id
F9

Direct Or Indirect Ownership

Value
D
@attributes Id
F3
Security Title
Call Option (right to buy)
Conversion Or Exercise Price
5.00
Exercise Date
2020-02-21
Expiration Date
2020-02-21

Underlying Security

Underlying Security Title
Common Stock

Underlying Security Shares

Value
4000000
@attributes Id
F10

Direct Or Indirect Ownership

Value
D
@attributes Id
F3

Footnote

0
This Form 3 is being filed by the Reporting Persons (as defined below) to reflect the acquisition of beneficial ownership (as defined under Section 13D of the Securities Exchange Act of 1934, as amended) of more than 10% of the common stock, par value $1.00 per share (the "Common Stock") of the Issuer. The Reporting Persons had, prior to the above described acquisition on the date of the event requiring this Form 3, beneficially owned less than 10% of the Common Stock.
1
Consists of 600,000 shares of Common Stock held by Chatterjee Charitable Foundation ("CCF"), 3,567,600 shares of Common Stock held by MCPI Holdings Limited ("MCPI"), 7,181,042 shares of Common Stock held by Chatterjee Fund Management, L.P. ("CFM") and 6,876,900 shares of Common Stock held by Labvantage Solutions Technologies Limited ("LVST"). TCG Lifesciences Limited ("TCGLF") is filing in its capacity as the parent company of LVST and CSL Holdings Limited ("CSL") is filing in its capacity as the parent company of TCGLF. CFM is the direct parent company of CSL and MCPI.
2
This Form 3 is being filed jointly by (each a "Reporting Person" and, collectively, the "Reporting Persons") (i) CCF, (ii) MCPI, (iii) LVST, (iv) TCGLF, (v) CSL, (vi) CFM and (vii) Purnendu Chatterjee, as the general partner of CFM and trustee of CCF. CCF is a charitable foundation and none of the Reporting Persons (other than CCF) has a pecuniary interest in the shares of Common Stock held by CCF. In addition, CCF has no pecuniary interest in the shares of Common Stock held by any other Reporting Person. Each Reporting Person disclaims beneficial ownership of the securities reported herein as owned, beneficially or of record, except to the extent of any pecuniary interest therein.
3
These options are currently exercisable.
4
Consists of 250,000 put options written by CFM, 1,553,300 put options written by LVST and 600,600 put options written by MCPI.
5
Consists of 578,300 put options written by MCPI.
6
Consists of 827,400 put options written by MCPI.
7
Consists of 50,000 put options written by CFM.
8
Consists of 4,450,000 call options written by LVST.
9
Consists of 1,000,000 call options written by CFM and 3,000,000 call options written by MCPI.

Owner Signature

Signature Name
See Signatures included in Exhibit 99.1
Signature Date
2019-10-08
es1901135_ex9901.htm EXHIBIT 99.1


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EXHIBIT 99.1

Form 3 List of Reporting Owners and Signature Page

Name of designated filer: Chatterjee Fund Management, L.P.

Other joint filers: Chatterjee Charitable Foundation, MCP Holdings Limited, Labvantage Solutions Technologies Limited, TCG Lifesciences Limited, CSL Holdings Limited, Purnendu Chatterjee

Address for Chatterjee Fund Management, L.P., Chatterjee Charitable Foundation and Purnendu Chatterjee is: 888 Seventh Avenue, 37th Floor, New York, NY 10106

Address for MCP Holdings Limited, Labvantage Solutions Technologies Limited, TCG Lifesciences Limited and CSL Holdings Limited is: c/o IQ EQ Corporate Services, 33, Edith Cavell Street Port-Louis, 11324, Mauritius
 
Date of Event Requiring Statement: September 30, 2019

Issuer Name and Ticker or Trading Symbol: McDermott International Inc. [MDR]

   
CHATTERJEE CHARITABLE FOUNDATION
     
     
   
By:
/s/  Purnendu Chatterjee
     
Name: Purnendu Chatterjee
     
Title: Trustee
     
     
   
MCPI HOLDINGS LIMITED
     
     
   
By:
/s/ Purnendu Chatterjee
     
Name: Purnendu Chatterjee
     
Title: Director
     
     
   
LABVANTAGE SOLUTIONS TECHNOLOGIES LIMITED
     
     
   
By:
/s/ Purnendu Chatterjee
     
Name: Purnendu Chatterjee
     
Title: Director
     
     
   
TCG LIFESCIENCES LIMITED
     
     
   
By:
/s/ Purnendu Chatterjee
     
Name: Purnendu Chatterjee
     
Title: Director
     
     
   
CSL HOLDINGS LIMITED
     
     
   
By:
/s/ Purnendu Chatterjee
 
Name: Purnendu Chatterjee
 
Title: Director
     
     
   
CHATTERJEE FUND MANAGEMENT, LP
     
     
   
By:
/s/  Purnendu Chatterjee
     
Name: Purnendu Chatterjee
     
Title: General Partner
       
       
     
/s/  Purnendu Chatterjee
     
Purnendu Chatterjee




Additional Files
FileSequenceDescriptionTypeSize
0000950142-19-002037.txt   Complete submission text file   43883
$MDR

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