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 * Whalen Chad   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) Gen. Counsel & SVP - Govt. Rel (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 07/23/2015   A   13,904 (1) A $ 0 36,480 D   Common Stock 07/23/2015   F   2,455 D $ 28.48 34,025 D   Common Stock 07/23/2015   D   3,202 D (2) 30,823 D   Common Stock 07/23/2015   D   10,702 D (3) 20,121 D   Common Stock 07/23/2015   D   4,814 D (4) 15,307 D   Common Stock 07/23/2015   D   15,307 D (5) 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)	$ 83.41	07/23/2015		D			10,000	(6)	02/19/2017	Common Stock	10,000	(7)	0	D
Employee Stock Option (Right to Buy)	$ 51.17	07/23/2015		D			1,900	(6)	01/25/2018	Common Stock	1,900	(7)	0	D
Employee Stock Option (Right to Buy)	$ 25.18	07/23/2015		D			3,500	(6)	01/29/2020	Common Stock	3,500	(7)	0	D
Employee Stock Option (Right to Buy)	$ 28.47	07/23/2015		D			3,477	(6)	01/28/2021	Common Stock	3,477	(7)	0	D
Employee Stock Option (Right to Buy)	$ 24.62	07/23/2015		D			3,392	(6)	01/27/2022	Common Stock	3,392	(7)	0	D
Employee Stock Option (Right to Buy)	$ 29.13	07/23/2015		D			3,275	(8)	01/25/2023	Common Stock	3,275	(7)	0	D
Employee Stock Option (Right to Buy)	$ 31.19	07/23/2015		D			3,913	(9)	01/31/2024	Common Stock	3,913	(7)	0	D
Employee Stock Option (Right to Buy)	$ 22.21	07/23/2015		D			7,510	(10)	01/30/2025	Common Stock	7,510	(7)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Whalen Chad 1000 WARREN AVENUE NILES, OH 44446			Gen. Counsel & SVP - Govt. Rel

Signatures

/s/ Chad Whalen		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 30,302 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 13,630 shares of common stock of Alcoa, Inc. (market value $9.96 per share).
(5)	Shares of Issuer common stock disposed of pursuant to the Merger Agreement in exchange for the right to receive the Merger Consideration.
(6)	This option is fully vested.
(7)	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.
(8)	This option originally provided for vesting in three equal installments beginning on January 24, 2014.
(9)	This option originally provided for vesting in three equal installments beginning on January 31, 2015.
(10)	This option originally provided for vesting in three equal installments beginning on January 30, 2016.

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