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: GERNER W CARDON (SVP, CFO, CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-20	Common Stock	F	1643	—	Disposed	28693	Direct

Footnotes

F1: In addition, 1,520 shares are held in trust for the benefit of the trustee's children by Nancy B. Gerner GST. The reporting person's spouse is the trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F2: Also owns 1909 of common stock equivalents in 401(k) plan - Indirect