SEC Form 4 · accession 0000899243-15-001741

RTI INTERNATIONAL METALS INC · RTI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Chad Whalen

Officer — Gen. Counsel & SVP - Govt. Rel

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
Common Stock^F1	Jul 23, 2015	A	13,904	$0.00	A	36,480	D
Common Stock	Jul 23, 2015	F	2,455	$28.48	D	34,025	D
Common Stock^F2	Jul 23, 2015	D	3,202	—	D	30,823	D
Common Stock^F3	Jul 23, 2015	D	10,702	—	D	20,121	D
Common Stock^F4	Jul 23, 2015	D	4,814	—	D	15,307	D
Common Stock^F5	Jul 23, 2015	D	15,307	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F7,F6	$83.41	Jul 23, 2015	D	10,000	D	—	Feb 19, 2017	Common Stock	10,000	D
Employee Stock Option (Right to Buy)^F7,F6	$51.17	Jul 23, 2015	D	1,900	D	—	Jan 25, 2018	Common Stock	1,900	D
Employee Stock Option (Right to Buy)^F7,F6	$25.18	Jul 23, 2015	D	3,500	D	—	Jan 29, 2020	Common Stock	3,500	D
Employee Stock Option (Right to Buy)^F7,F6	$28.47	Jul 23, 2015	D	3,477	D	—	Jan 28, 2021	Common Stock	3,477	D
Employee Stock Option (Right to Buy)^F7,F6	$24.62	Jul 23, 2015	D	3,392	D	—	Jan 27, 2022	Common Stock	3,392	D
Employee Stock Option (Right to Buy)^F7,F8	$29.13	Jul 23, 2015	D	3,275	D	—	Jan 25, 2023	Common Stock	3,275	D
Employee Stock Option (Right to Buy)^F7,F9	$31.19	Jul 23, 2015	D	3,913	D	—	Jan 31, 2024	Common Stock	3,913	D
Employee Stock Option (Right to Buy)^F7,F10	$22.21	Jul 23, 2015	D	7,510	D	—	Jan 30, 2025	Common Stock	7,510	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").
F10This option originally provided for vesting in three equal installments beginning on January 30, 2016.
F2Shares 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").
F3Shares underlying 2014 and 2015 performance share awards disposed of pursuant to the Merger Agreement by conversion into time-based awards in respect of 30,302 shares of common stock of Alcoa, Inc. (market value $9.96 per share).
F4Restricted stock units disposed of pursuant to the Merger Agreement by conversion into restricted stock units in respect of 13,630 shares of common stock of Alcoa, Inc. (market value $9.96 per share).
F5Shares of Issuer common stock disposed of pursuant to the Merger Agreement in exchange for the right to receive the Merger Consideration.
F6This option is fully vested.
F7Option 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.
F8This option originally provided for vesting in three equal installments beginning on January 24, 2014.
F9This option originally provided for vesting in three equal installments beginning on January 31, 2015.