Cornell Henry 4

4 · MRC GLOBAL INC. · Filed May 2, 2019

Form 4

Period: 2019-04-30

Director

Transactions

Holdings

Footnotes (5)

[F1]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").
[F2]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.
[F3]Mr. Cornell is the direct beneficial owner of these shares of Common Stock.
[F4]Reflects shares held by Mr. Cornell's minor son.
[F5]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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