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 *
HICKTON DAWNE S
   2. Issuer Name and Ticker or Trading Symbol
RTI INTERNATIONAL METALS INC [RTI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice Chair, President and CEO
(Last)
(First)
(Middle)
1000 WARREN AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
07/23/2015
(Street)

NILES, OH 44446		 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 04/28/2015   G V 2,642 D $ 0 163,320 D  
Common Stock 07/23/2015   A   74,724 (1) A $ 0 238,044 D  
Common Stock 07/23/2015   F   23,134 D $ 28.48 214,910 D  
Common Stock 07/23/2015   D   21,224 D (2) 193,686 D  
Common Stock 07/23/2015   D   53,500 D (3) 140,186 D  
Common Stock 07/23/2015   D   25,770 D (4) 114,416 D  
Common Stock 07/23/2015   D   114,416 D (5) 0 D  
Common Stock 07/23/2015   D   600 D (6) 0 I By child

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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) $ 45.09 07/23/2015   D     7,000   (7) 01/27/2016 Common Stock 7,000 (8) 0 D  
Employee Stock Option (Right to Buy) $ 76.85 07/23/2015   D     5,000   (7) 01/26/2017 Common Stock 5,000 (8) 0 D  
Employee Stock Option (Right to Buy) $ 51.17 07/23/2015   D     9,000   (7) 01/25/2018 Common Stock 9,000 (8) 0 D  
Employee Stock Option (Right to Buy) $ 13.88 07/23/2015   D     15,000   (7) 01/30/2019 Common Stock 15,000 (8) 0 D  
Employee Stock Option (Right to Buy) $ 25.18 07/23/2015   D     18,000   (7) 01/29/2020 Common Stock 18,000 (8) 0 D  
Employee Stock Option (Right to Buy) $ 28.47 07/23/2015   D     13,562   (7) 01/28/2021 Common Stock 13,562 (8) 0 D  
Employee Stock Option (Right to Buy) $ 24.62 07/23/2015   D     13,148   (7) 01/27/2022 Common Stock 13,148 (8) 0 D  
Employee Stock Option (Right to Buy) $ 29.13 07/23/2015   D     14,474   (9) 01/25/2023 Common Stock 14,474 (8) 0 D  
Employee Stock Option (Right to Buy) $ 31.19 07/23/2015   D     17,719   (10) 01/31/2024 Common Stock 17,719 (8) 0 D  
Employee Stock Option (Right to Buy) $ 22.21 07/23/2015   D     40,199   (11) 01/30/2025 Common Stock 40,199 (8) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HICKTON DAWNE S
1000 WARREN AVENUE
NILES, OH 44446		   X     Vice Chair, President and CEO  

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 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 151,485 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 72,967 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) Shares of Issuer common stock disposed of pursuant to the Merger Agreement in exchange for the right to receive the Merger Consideration.
(7) This option is fully vested.
(8) 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) multiplied by 2.8315 at an exercise price equal to the exercise price (rounded up to the nearest whole cent) divided by 2.8315.
(9) This option originally provided for vesting in three equal installments beginning on January 24, 2014.
(10) This option originally provided for vesting in three equal installments beginning on January 31, 2015.
(11) This option originally provided for vesting in three equal installments beginning on January 30, 2016.

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