Amendment: SEC Form SC 13D/A filed by MRC Global Inc.

(1) See Item 4 below. This constitutes an exit filing for the Reporting Person.

(1) See Item 4 below. This constitutes an exit filing for the Reporting Person. 

(1) See Item 4 below. This constitutes an exit filing for the Reporting Person.

(1) See Item 4 below. This constitutes an exit filing for the Reporting Person.

(1) For purposes of calculating beneficial ownership of MRC Global, Inc. the total number of shares of MRC Global Inc.’s Common Stock outstanding is 85,236,533 shares of Common Stock on July 31, 2024, as reported by MRC Global Inc. in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2024 (the “10-Q”).

(2) See Item 4 below. This constitutes an exit filing for the Reporting Person.

Item 1. Security and Issuer

This Amendment No. 4 (this “Amendment No. 4”) amends and supplements the Schedule 13D initially filed with the Securities and Exchange Commission on June 19, 2015 (as amended by the Schedule 13D/A previously filed on June 12, 2018, on April 26, 2023 and on October 14, 2024, the “Original Schedule 13D”) by Henry Cornell, Cornell Investment Partners LLC, Cornell Capital GP II LP, Mario Investments LLC (“MI”) and Cornell Capital Special Situations Partners II LP relating to the Common Stock, par value $0.01 per share (the “Common Stock”), of MRC Global Inc., a Delaware corporation (the “Issuer” or the “Company”). Beginning on the date this Amendment No. 4 is filed, all references in the Original Schedule 13D to the Schedule 13D shall be deemed to refer to the Original Schedule 13D as amended by this Amendment No. 4. Only those items reported in this Amendment No. 4 are amended and all other items in the Original Schedule 13D are unchanged. This Amendment No. 4 constitutes an exit filing for all Reporting Persons.

Item 4. Purpose of Transaction

Item 4 is hereby amended to add the following:

“As referenced in the Reporting Persons’ Amendment No. 3 to the Schedule 13D filed with the Securities and Exchange Commission on October 15, 2024, MI entered into a Preferred Stock Repurchase Agreement (the “Repurchase Agreement”), pursuant to which MI agreed to sell all of the 363,000 shares of preferred stock of the Issuer beneficially owned by MI (the “Repurchase”). The Repurchase closed on October 29, 2024 and as a result of such closing, the Reporting Persons have ceased to be beneficial owners of more than 5% of the Issuer’s outstanding Common Stock. In connection with such closing, the Shareholders’ Agreement was terminated and Henry Cornell delivered a retirement notice, pursuant to which Mr. Cornell has given notice of his retirement from the Board effective as of the date of the Issuer’s 2025 Annual Meeting of Shareholders.”

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated with the following text:

“(a) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference. Henry Cornell is the beneficial owner of 96,380 shares of Common Stock, which represents 0.1% of the shares of Common Stock outstanding based on 85,236,533 shares of Common Stock outstanding on July 31, 2024, as reported by MRC Global Inc. in the 10-Q. Of such shares of Common Stock beneficially owned by Henry Cornell, 96,370 are shares of Common Stock held directly by Mr. Cornell and 10 are shares of Common Stock held by his minor son.

(b)       Henry Cornell has sole voting power and sole dispositive power with regard to 96,380 shares of Common Stock.

(c)       Except for the repurchase of the 363,000 shares of preferred stock pursuant to the Repurchase Agreement as described in Item 4 hereof, no Reporting Person has effected any transaction in the Common Stock in the 60 days preceding the date hereof.

(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities described in this Statement.

(e) The Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock of the Issuer as of October 29, 2024.

The information set forth in Items 4 and 6 is incorporated herein by reference.”

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended to add the following:

“The disclosures under Item 4 relating to the closing of the Repurchase Agreement are incorporated herein by reference.”

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 29, 2024.