SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

(Last)

(First)

(Middle)

C/O INTERNATIONAL FUND SERVICES LIMITED

THIRD FL, BISHOP'S SQUARE REDMOND'S HILL

(Street)

DUBLIN

00000

(City)

(State)

(Zip)

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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
* See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Equity Swap	^{( 5 )}	09/16/2008 ^{( 9 )}		J			5,401 ^{( 9 )}	^{( 5 )} ^{( 9 )}	^{( 5 )} ^{( 9 )}	Common Stock	0	^{( 5 )}	0 ^{( 5 )} ^{( 9 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 5 )}	09/16/2008 ^{( 9 )}		J			96,666 ^{( 9 )}	^{( 5 )} ^{( 9 )}	^{( 5 )} ^{( 9 )}	Common Stock	0	^{( 5 )}	0 ^{( 5 )} ^{( 9 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 5 )}	09/16/2008 ^{( 9 )}		J			69,354 ^{( 9 )}	^{( 5 )} ^{( 9 )}	^{( 5 )} ^{( 9 )}	Common Stock	63,979	^{( 5 )}	1 ^{( 5 )} ^{( 9 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	500,000		1 ^{( 6 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	448,917		1 ^{( 6 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	217,750		1 ^{( 6 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	116,667		1 ^{( 6 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	76,666		1 ^{( 6 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	20,000		1 ^{( 6 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	62,534		1 ^{( 6 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	4,133		1 ^{( 6 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	35,000		1 ^{( 6 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	16,667		1 ^{( 6 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 7 )}							^{( 7 )}	^{( 7 )}	Common Stock	10,735		1 ^{( 7 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 7 )}							^{( 7 )}	^{( 7 )}	Common Stock	66,667		1 ^{( 7 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 7 )}							^{( 7 )}	^{( 7 )}	Common Stock	101,110		1 ^{( 7 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 7 )}							^{( 7 )}	^{( 7 )}	Common Stock	100,135		1 ^{( 7 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 7 )}							^{( 7 )}	^{( 7 )}	Common Stock	145,594		1 ^{( 7 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 7 )}							^{( 7 )}	^{( 7 )}	Common Stock	127,000		1 ^{( 7 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 7 )}							^{( 7 )}	^{( 7 )}	Common Stock	50,000		1 ^{( 7 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 7 )}							^{( 7 )}	^{( 7 )}	Common Stock	114,335		1 ^{( 7 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 7 )}							^{( 7 )}	^{( 7 )}	Common Stock	94,132		1 ^{( 7 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}
Equity Swap	^{( 7 )}							^{( 7 )}	^{( 7 )}	Common Stock	106,667		1 ^{( 7 )}	D ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )} ^{( 8 )}

1. Name and Address of Reporting Person^*

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

(Last)

(First)

(Middle)

C/O INTERNATIONAL FUND SERVICES LIMITED

THIRD FL, BISHOP'S SQUARE REDMOND'S HILL

(Street)

DUBLIN

00000

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C.

(Last)

(First)

(Middle)

2100 THIRD AVENUE NORTH

SUITE 600

(Street)

BIRMINGHAM

35203

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HMC INVESTORS, L.L.C.

(Last)

(First)

(Middle)

2100 THIRD AVENUE NORTH

SUITE 600

(Street)

BIRMINGHAM

35203

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

(Last)

(First)

(Middle)

555 MADISON AVENUE

16TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC

(Last)

(First)

(Middle)

555 MADISON AVENUE

16TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HMC - NEW YORK, INC.

(Last)

(First)

(Middle)

555 MADISON AVENUE

16TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HARBERT MANAGEMENT CORP

(Last)

(First)

(Middle)

2100 THIRD AVENUE NORTH

SUITE 600

(Street)

BIRMINGHAM

35203

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FALCONE PHILIP

(Last)

(First)

(Middle)

555 MADISON AVE

16TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HARBERT RAYMOND J

(Last)

(First)

(Middle)

2100 THIRD AVENUE NORTH

SUITE 600

(Street)

BIRMINGHAM

35203

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LUCE MICHAEL D

(Last)

(First)

(Middle)

2100 THIRD AVENUE NORTH

SUITE 600

(Street)

BIRMINGHAM

35203

(City)

(State)

(Zip)

Explanation of Responses:

1. IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND/OR HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE "FUNDS"). ALL OTHER REPORTING PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS.

2. These securities are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), which is a Reporting Person.

3. These securities may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Management"), the investment manager of the Master Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"), Philip Falcone, a member of HMC Investors and the portfolio manager of the Master Fund, Raymond J. Harbert, a member of HMC Investors, and Michael D. Luce, a member of HMC Investors.

4. Each Reporting Person listed in Footnotes 2 and 3 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

5. The Master Fund entered into eight equity swap transactions with Monecor (London) Limited (t/a TradIndex) ("TradIndex") effective on October 9, 2007, October 10, 2007, October 11, 2007, October 12, 2007, October 15, 2007, October 22, 2007, January 11, 2008 and January 11, 2008, respectively, under which TradIndex agreed to pay the Master Fund an amount equal to the total return of 86,600, 133,333, 80,467, 70,000, 57,934, 66,667, 96,666 and 133,333 notional shares, respectively, above or below an initial reference price of US$83.9140, US$82.8960, US$81.2944, US$79.1510, US$79.0243, US$77.5937, US$60.0500 and US$59.6110, respectively, per share upon close-out of any transaction.

6. The Master Fund entered into ten equity swap transactions with Deutsche Bank ("DB") effective on August 2, 2007, August 3, 2007, August 6, 2007, October 5, 2007, October 8, 2007, October 9, 2007, January 9, 2008, January 10, 2008, January 14, 2008 and January 15, 2008, respectively, under which DB agreed to pay the Master Fund an amount equal to the total return of 500,000, 448,917, 217,750, 116,667, 76,666, 20,000, 62,534, 4,133, 35,000 and 16,667 notional shares, respectively, above or below an initial reference price of US$73.9589, US$73.8227, US$71.3719, US$80.7942, US$81.7707, US$83.7161, US$57.1365, US$57.0213, US$59.5877 and US$58.4390, respectively, per share upon close-out of any transaction.

7. The Master Fund entered into ten equity swap transactions with Merrill Lynch ("Merrill") effective on January 25, 2008, January 28, 2008, January 29, 2008, January 30, 2008, January 31, 2008, February 1, 2008, February 4, 2008, February 5, 2008, February 6, 2008 and February 7, 2008, respectively, under which Merrill agreed to pay the Master Fund an amount equal to the total return of 10,735, 66,667, 101,110, 100,135, 145,594, 127,000, 50,000, 114,335, 94,132 and 106,667 notional shares, respectively, above or below an initial reference price of US$51.5899, US$51.6353, US$53.7824, US$54.1713, US$54.9279, US$56.7245, US$56.8918, US$55.1306, US$55.4986 and US$54.9751, respectively, per share upon close-out of any transaction.

8. The equity swap transactions do not contemplate interim payments of appreciation or depreciation of the shares, and the Master Fund is not entitled to any dividends on the shares or equivalent thereof. All balances will be cash settled, and neither party shall acquire any ownership interest, voting or similar rights, or dispositive power over any Share under the equity swap transactions. Each equity swap transaction may be closed out by the Master Fund at any time.

9. On September 16, 2008, the Master Fund closed out certain equity swap transactions with TradIndex in the amount of 171,421 notional shares at a price of US$23.43.

Remarks:

(+) The Reporting Persons may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the Reporting Person. This report shall not be deemed an admission that such Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by such Reporting Person. (++) Given that the EDGAR system limits the number of line items on Table II of an electronic submission under Section 16 to thirty, the entries on Table II are being reported across two separate Form 4 filings.

	Harbinger Capital Partners Master Fund I, Ltd.(+)(++), By: Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr.	09/17/2008
	Harbinger Capital Partners Offshore Manager, L.L.C.(+)(++), By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr.	09/17/2008
	HMC Investors, L.L.C.(+)(++), By: /s/ William R. Lucas, Jr.	09/17/2008
	Harbinger Capital Partners Special Situations Fund, L.P.(+)(++), By: Harbinger Capital Partners Special Situations GP, LLC, By: HMC-New York, Inc., Managing Member, By: /s/ William R. Lucas, Jr.	09/17/2008
	Harbinger Capital Partners Special Situations GP, LLC(+)(++), By: HMC-New York, Inc., Managing Member, By: /s/ William R. Lucas, Jr.	09/17/2008
	HMC-New York, Inc.(+)(++), By: /s/ William R. Lucas, Jr.	09/17/2008
	Harbert Management Corporation(+)(++), By: /s/ William R. Lucas, Jr.	09/17/2008
	/s/ Philip Falcone(+)(++)	09/17/2008
	/s/ Raymond J. Harbert(+)(++)	09/17/2008
	/s/ Michael D. Luce(+)(++)	09/17/2008
	** Signature of Reporting Person	Date
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