Mettler-Toledo International (MTD) Form 4 METTLER TOLEDO INTERNATIONAL / HANS ULRICH MAERKI ownership change

SEC Form 4

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

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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^*

MAERKI HANS ULRICH

(Last) (First) (Middle)

IM LANGACHER 44

CH-8606 GREIFENSEE

(Street)

SWITZERLAND

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
METTLER TOLEDO INTERNATIONAL INC/ [ MTD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2019

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, par value $0.01 per share	02/20/2019		M		1,062	A	$312.36	7,949	D
Common Stock, par value $0.01 per share	02/20/2019		M		832	A	$397.95	8,781	D
Common Stock, par value $0.01 per share	02/20/2019		M		238	A	$671.6	9,019	D
Common Stock, par value $0.01 per share	02/20/2019		S		2,072	D	$673.2(1)	6,947	D
Common Stock, par value $0.01 per share	02/20/2019		S		60	D	$673.73(2)	6,887	D

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
Stock Option (right to buy)	$312.36	02/20/2019		M			1,062	11/05/2016(3)	11/05/2025	Common Stock, par value $0.01 per share	1,062	$0	0	D
Stock Option (right to buy)	$397.95	02/20/2019		M			832	11/03/2017(3)	11/03/2026	Common Stock, par value $0.01 per share	832	$0	0	D
Stock Option (right to buy)	$671.6	02/20/2019		M			238	11/02/2018(4)	11/02/2027	Common Stock, par value $0.01 per share	238	$0	238	D

Explanation of Responses:

1. Represents the average sales price of multiple individual transactions at prices between $672.63 and $673.52. Filer agrees to provide, upon request by the Commission staff, full information regarding the number of shares purchased or sold at each separate price.

2. Represents the average sales price of multiple individual transactions at prices between $673.71 and $673.76. Filer agrees to provide, upon request by the Commission staff, full information regarding the number of shares purchased or sold at each separate price.

3. The options vested annually in two equal installments beginning on the first anniversary of the date of grant.

4. The options vest annually in two equal installments beginning on the first anniversary of the date of grant.

Remarks:

	Michelle M. Roe, Power of Attorney	02/22/2019
	** 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.
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