Rti International Metals Form 4 RTI INTERNATIONAL METALS / ROBERT M HERNANDEZ 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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X

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^*

HERNANDEZ ROBERT M

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2014

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	05/01/2014		G		4,262	D	$0.00	4,305	D
Common Stock	05/01/2014		G		4,262	A	$0.00	79,881	I	Trust
Common Stock	07/21/2015		A		4,119	A	$0.00	8,424	D
Common Stock	07/23/2015		D		8,424	D	(1)	0	D
Common Stock	07/23/2015		D		79,881	D	(2)	0	I	Trust

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

Explanation of Responses:

1. Includes (a) 4,305 shares of Issuer common stock disposed of pursuant to a merger agreement among the Issuer, Alcoa, Inc. and Ranger Ohio Corporation (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"), and (b) 4,119 restricted shares, which fully vested and were disposed of pursuant to the Merger Agreement in exchange for the right to receive the Merger Consideration.

2. Disposed of pursuant to the Merger Agreement in exchange for the right to receive the Merger Consideration.

Remarks:

	/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).
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