Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
McAuley Michael G
   2. Issuer Name and Ticker or Trading Symbol
RTI INTERNATIONAL METALS INC [RTI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior V.P. and CFO
(Last)
(First)
(Middle)
1550 CORAOPOLIS HEIGHTS ROAD, SUITE 500		 3. Date of Earliest Transaction (Month/Day/Year)
07/23/2015
(Street)

PITTSBURGH, PA 15108		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 07/23/2015   A   7,052 (1) A $ 0 13,131 (2) D  
Common Stock 07/23/2015   D   7,052 D (3) 6,079 D  
Common Stock 07/23/2015   D   6,079 D (4) 0 D  

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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 Underlying Securities
(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 of Derivative Security: 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) $ 25.12 07/23/2015   D     10,000   (5) 07/24/2024 Common Stock 10,000 (6) 0 D  
Employee Stock Option (Right to Buy) $ 22.21 07/23/2015   D     8,665   (7) 01/30/2025 Common Stock 8,665 (6) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
McAuley Michael G
1550 CORAOPOLIS HEIGHTS ROAD, SUITE 500
PITTSBURGH, PA 15108		       Senior V.P. and CFO  

Signatures

 /s/ Chad Whalen, as Attorney-in-Fact   07/27/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Deemed earned under 2015 performance share awards as described in a merger agreement among the Issuer, Alcoa, Inc. and Ranger Ohio Corporation (the "Merger Agreement").
(2) Includes 324 shares acquired by the reporting person pursuant to the Issuer's Employee Stock Purchase Plan since the last reportable transaction.
(3) Shares 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).
(4) Includes (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.
(5) This option originally provided for vesting in three equal installments beginning on July 24, 2015.
(6) 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.
(7) This option originally provided for vesting in three equal installments beginning on January 30, 2016.

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