OCEANEERING INTERNATIONAL INC — Director's Dealing 2012

Feb 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCEANEERING INTERNATIONAL INC (OII)
CIK: 0000073756
Period of Report: 2012-02-20

Reporting Person: Hewlett Clyde W (Senior V.P., Projects)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-20	Common Stock	F	2175	—	Disposed	53451	Direct

Footnotes

F1: Also owns 244 of common stock equivalents in 401(k) plan - Indirect

F2: On May 9, 2011, OII declared a two-for-one stock split by means of a stock dividend payable on June 10, 2011, to all holders of record of common stock on May 19, 2011, of one share of common stock for each share of common stock outstanding.