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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol RTI INTERNATIONAL METALS INC [ RTI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/23/2015 | A | 16,679(1) | A | $0.00 | 55,408 | D | |||
| Common Stock | 07/23/2015 | F | 3,796 | D | $28.48 | 51,612 | D | |||
| Common Stock | 07/23/2015 | D | 5,236 | D | (2) | 46,376 | D | |||
| Common Stock | 07/23/2015 | D | 11,443 | D | (3) | 34,933 | D | |||
| Common Stock | 07/23/2015 | D | 5,007 | D | (4) | 29,926 | D | |||
| Common Stock | 07/23/2015 | D | 29,926 | D | (5) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $34.9 | 07/23/2015 | D | 10,000 | (6) | 08/01/2015 | Common Stock | 10,000 | (7) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $45.09 | 07/23/2015 | D | 4,000 | (6) | 01/27/2016 | Common Stock | 4,000 | (7) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $76.85 | 07/23/2015 | D | 3,500 | (6) | 01/26/2017 | Common Stock | 3,500 | (7) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $51.17 | 07/23/2015 | D | 2,600 | (6) | 01/25/2018 | Common Stock | 2,600 | (7) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $25.18 | 07/23/2015 | D | 4,810 | (6) | 01/29/2020 | Common Stock | 4,810 | (7) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $28.47 | 07/23/2015 | D | 4,714 | (6) | 01/28/2021 | Common Stock | 4,714 | (7) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $24.62 | 07/23/2015 | D | 4,602 | (6) | 01/27/2022 | Common Stock | 4,602 | (7) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $29.13 | 07/23/2015 | D | 4,463 | (8) | 01/25/2023 | Common Stock | 4,463 | (7) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $31.19 | 07/23/2015 | D | 4,336 | (9) | 01/31/2024 | Common Stock | 4,336 | (7) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $22.21 | 07/23/2015 | D | 7,810 | (10) | 01/30/2025 | Common Stock | 7,810 | (7) | 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 32,400 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 14,177 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. This option is fully vested. |
| 7. 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) multipled by 2.8315 at an exercise price equal to the exercise price (rounded up to the nearest whole cent) divided by 2.8315. |
| 8. This option originally provided for vesting in three equal installments beginning on January 24, 2014. |
| 9. This option originally provided for vesting in three equal installments beginning on January 31, 2015. |
| 10. This option originally provided for vesting in three equal installments beginning on January 30, 2016. |
| 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). | ||
| ** 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. | ||