SEC Form 4 · accession 0000899243-15-001740
RTI INTERNATIONAL METALS INC · RTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James L McCarley
Officer — EVP - Operations
Period of report
Jul 23, 2015
Accepted (ET)
Jul 27, 2015 · 4:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001068717
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 23, 2015 | A | 30,337 | $0.00 | A | 75,990 | D | |
| Common Stock | Jul 23, 2015 | F | 6,158 | $28.48 | D | 69,832 | D | |
| Common StockF3 | Jul 23, 2015 | D | 8,812 | — | D | 61,020 | D | |
| Common StockF4 | Jul 23, 2015 | D | 21,525 | — | D | 39,495 | D | |
| Common StockF5 | Jul 23, 2015 | D | 9,534 | — | D | 29,961 | D | |
| Common StockF6 | Jul 23, 2015 | D | 29,961 | — | D | 0 | D | |
| Common StockF7,F8 | Jul 23, 2015 | D | 5,889 | — | D | 0 | I | 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F10,F9 | $25.87 | Jul 23, 2015 | D | 10,000 | D | — | May 17, 2020 | Common Stock | 10,000 | 0 | D |
| Employee Stock Option (Right to Buy)F10,F9 | $28.47 | Jul 23, 2015 | D | 6,027 | D | — | Jan 28, 2021 | Common Stock | 6,027 | 0 | D |
| Employee Stock Option (Right to Buy)F10,F9 | $24.62 | Jul 23, 2015 | D | 5,844 | D | — | Jan 27, 2022 | Common Stock | 5,844 | 0 | D |
| Employee Stock Option (Right to Buy)F10,F11 | $29.13 | Jul 23, 2015 | D | 6,010 | D | — | Jan 25, 2023 | Common Stock | 6,010 | 0 | D |
| Employee Stock Option (Right to Buy)F10,F12 | $31.19 | Jul 23, 2015 | D | 8,032 | D | — | Jan 31, 2024 | Common Stock | 8,032 | 0 | D |
| Employee Stock Option (Right to Buy)F10,F13 | $22.21 | Jul 23, 2015 | D | 14,872 | D | — | Jan 30, 2025 | Common Stock | 14,872 | 0 | D |
Explanation of responses
- F1Deemed 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").
- F10Option 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.
- F11This option originally provided for vesting in three equal installments beginning on January 24, 2014.
- F12This option originally provided for vesting in three equal installments beginning on January 31, 2015.
- F13This option originally provided for vesting in three equal installments beginning on January 30, 2016.
- F2Includes 365 shares acquired by the reporting person pursuant to the Issuer's Employee Stock Purchase Plan since the last reportable transaction.
- F3Shares 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").
- F4Shares underlying 2014 and 2015 performance share awards disposed of pursuant to the Merger Agreement by conversion into time-based awards in respect of 60,948 shares of common stock of Alcoa, Inc. (market value $9.96 per share).
- F5Restricted stock units disposed of pursuant to the Merger Agreement by conversion into restricted stock units in respect of 26,995 shares of common stock of Alcoa, Inc. (market value $9.96 per share).
- F6Includes (a) 25,524 shares of Issuer common stock disposed of pursuant to the Merger Agreement in exchange for the right to receive the Merger Consideration and (b) 4,437 shares acquired pursuant to the Issuer's Employee Stock Purchase Plan and disposed of pursuant to the Merger Agreement in exchange for the right to receive the Merger Consideration.
- F7Represents the number of units ("Units") reported to the Issuer and to the reporting person reflecting the reporting person's interest in a unitized Issuer common stock fund (the "RTI Stock Fund") available to participants of the RTI International Metals, Inc. Employee Savings and Investment Plan (the "401(k) Plan"). These Units represented 2,097.559 shares of Issuer common stock as of the reporting date.
- F82,097.559 shares of Issuer common stock disposed of pursuant to the Merger Agreement in exchange for the right to receive the Merger Consideration.
- F9This option is fully vested.