OCEANEERING INTERNATIONAL INC — Director's Dealing 2016

May 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCEANEERING INTERNATIONAL INC (OII)
CIK: 0000073756
Period of Report: 2016-05-10

Reporting Person: BARRETT STEPHEN P (Sr. V.P., Subsea Products)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-10	Common Stock	P	200	$32.79	Acquired	20218	Direct
2016-05-10	Common Stock	P	100	$32.80	Acquired	20318	Direct
2016-05-10	Common Stock	P	100	$32.81	Acquired	20418	Direct
2016-05-10	Common Stock	P	600	$32.8099	Acquired	21018	Direct

Footnotes

F1: Also includes 366 common stock equivalents in 401(k) plan - Indirect.