SEC Form 4 · accession 0000899243-15-001747
RTI INTERNATIONAL METALS INC · RTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael G McAuley
Officer — Senior V.P. and CFO
Period of report
Jul 23, 2015
Accepted (ET)
Jul 27, 2015 · 4:54 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 | 7,052 | $0.00 | A | 13,131 | D | |
| Common StockF3 | Jul 23, 2015 | D | 7,052 | — | D | 6,079 | D | |
| Common StockF4 | Jul 23, 2015 | D | 6,079 | — | D | 0 | D |
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)F6,F5 | $25.12 | Jul 23, 2015 | D | 10,000 | D | — | Jul 24, 2024 | Common Stock | 10,000 | 0 | D |
| Employee Stock Option (Right to Buy)F6,F7 | $22.21 | Jul 23, 2015 | D | 8,665 | D | — | Jan 30, 2025 | Common Stock | 8,665 | 0 | D |
Explanation of responses
- F1Deemed earned under 2015 performance share awards as described in a merger agreement among the Issuer, Alcoa, Inc. and Ranger Ohio Corporation (the "Merger Agreement").
- F2Includes 324 shares acquired by the reporting person pursuant to the Issuer's Employee Stock Purchase Plan since the last reportable transaction.
- F3Shares underlying 2015 performance share awards disposed of pursuant to the Merger Agreement by conversion into time-based awards in respect of 19,967 shares of common stock of Alcoa, Inc. (market value $9.96 per share).
- F4Includes (a) 5,555 restricted stock units disposed of pursuant to the Merger Agreement by conversion into restricted stock units in respect of 15,728 shares of common stock of Alcoa, Inc. (market value $9.96 per share) and (b) 524 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 (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.
- F5This option originally provided for vesting in three equal installments beginning on July 24, 2015.
- F6Option 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.
- F7This option originally provided for vesting in three equal installments beginning on January 30, 2016.