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Form 4 RTI INTERNATIONAL METALS For: Jul 23 Filed by: HICKTON DAWNE S

July 27, 2015 4:43 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
HICKTON DAWNE S
(Last) (First) (Middle)
1000 WARREN AVENUE
(Street)
NILES OH 44446
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RTI INTERNATIONAL METALS INC [ RTI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Vice Chair, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/23/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/28/2015   G V 2,642 D $ 0 163,320 D  
Common Stock 07/23/2015   A   74,724 (1) A $ 0 238,044 D  
Common Stock 07/23/2015   F   23,134 D $ 28.48 214,910 D  
Common Stock 07/23/2015   D   21,224 D (2) 193,686 D  
Common Stock 07/23/2015   D   53,500 D (3) 140,186 D  
Common Stock 07/23/2015   D   25,770 D (4) 114,416 D  
Common Stock 07/23/2015   D   114,416 D (5) 0 D  
Common Stock 07/23/2015   D   600 D (6) 0 I By child
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 45.09 07/23/2015   D     7,000   (7) 01/27/2016 Common Stock 7,000 (8) 0 D  
Employee Stock Option (Right to Buy) $ 76.85 07/23/2015   D     5,000   (7) 01/26/2017 Common Stock 5,000 (8) 0 D  
Employee Stock Option (Right to Buy) $ 51.17 07/23/2015   D     9,000   (7) 01/25/2018 Common Stock 9,000 (8) 0 D  
Employee Stock Option (Right to Buy) $ 13.88 07/23/2015   D     15,000   (7) 01/30/2019 Common Stock 15,000 (8) 0 D  
Employee Stock Option (Right to Buy) $ 25.18 07/23/2015   D     18,000   (7) 01/29/2020 Common Stock 18,000 (8) 0 D  
Employee Stock Option (Right to Buy) $ 28.47 07/23/2015   D     13,562   (7) 01/28/2021 Common Stock 13,562 (8) 0 D  
Employee Stock Option (Right to Buy) $ 24.62 07/23/2015   D     13,148   (7) 01/27/2022 Common Stock 13,148 (8) 0 D  
Employee Stock Option (Right to Buy) $ 29.13 07/23/2015   D     14,474   (9) 01/25/2023 Common Stock 14,474 (8) 0 D  
Employee Stock Option (Right to Buy) $ 31.19 07/23/2015   D     17,719   (10) 01/31/2024 Common Stock 17,719 (8) 0 D  
Employee Stock Option (Right to Buy) $ 22.21 07/23/2015   D     40,199   (11) 01/30/2025 Common Stock 40,199 (8) 0 D  
Explanation of Responses:
1. Deemed earned under 2013, 2014 and 2015 performance share awards as described in a merger agreement among the Issuer, Alcoa, Inc. and Ranger Ohio Corporation (the "Merger Agreement").
2. Shares of Issuer common stock deemed earned under 2013 performance share awards and disposed of pursuant to the Merger Agreement in exchange for the right to receive (i) 2.8315 shares of common stock of Alcoa, Inc. (market value $9.96 per share) and (ii) any applicable cash in lieu of fractional shares (together, the "Merger Consideration").
3. Shares underlying 2014 and 2015 performance share awards disposed of pursuant to the Merger Agreement by conversion into time-based awards in respect of 151,485 shares of common stock of Alcoa, Inc. (market value $9.96 per share).
4. Restricted stock units disposed of pursuant to the Merger Agreement by conversion into restricted stock units in respect of 72,967 shares of common stock of Alcoa, Inc. (market value $9.96 per share).
5. Issuer common stock disposed of pursuant to the Merger Agreement in exchange for the right to receive the Merger Consideration.
6. Shares of Issuer common stock disposed of pursuant to the Merger Agreement in exchange for the right to receive the Merger Consideration.
7. This option is fully vested.
8. Option converted into an option to purchase the number of shares of Alcoa, Inc. common stock equal to the number of shares underlying the option (rounded down to the nearest whole number of shares) multiplied by 2.8315 at an exercise price equal to the exercise price (rounded up to the nearest whole cent) divided by 2.8315.
9. This option originally provided for vesting in three equal installments beginning on January 24, 2014.
10. This option originally provided for vesting in three equal installments beginning on January 31, 2015.
11. This option originally provided for vesting in three equal installments beginning on January 30, 2016.
/s/ Chad Whalen, as Attorney-in-Fact 07/27/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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