OCEANEERING INTERNATIONAL INC — Director's Dealing 2012

Oct 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCEANEERING INTERNATIONAL INC (OII)
CIK: 0000073756
Period of Report: 2012-09-28

Reporting Person: HUGHES D MICHAEL (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-28	Common Stock	G	450	—	Disposed	53894	Direct
2012-09-28	Common Stock	G	4000	—	Disposed	38656	Indirect

Footnotes

F1: These shares are being transferred to the reporting person's children's individual trust account from the limited partnership referred to in footnote (2). The reporting person expressly disclaims any beneficial ownership of any shares held in the children's individual trust accounts.

F2: The shares of the issuer are held by a limited partnership. The reporting person and his wife are the sole members of the limited liability company that serves as general partner of such limited partnership.