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 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TITAN INTERNATIONAL INC [ TWI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/12/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/12/2007 | P | 19,494 | A | $25.6775 | 471,995 | D(1)(6)(7) | |||
Common Stock | 03/12/2007 | P | 663 | A | $25.5924 | 472,658 | D(1)(6)(7) | |||
Common Stock | 03/12/2007 | P | 609 | A | $25.54 | 473,267 | D(1)(6)(7) | |||
Common Stock | 03/12/2007 | P | 7,878 | A | $25.6775 | 166,393 | D(2)(6)(7) | |||
Common Stock | 03/12/2007 | P | 268 | A | $25.5924 | 166,661 | D(2)(6)(7) | |||
Common Stock | 03/12/2007 | P | 214 | A | $25.54 | 166,875 | D(2)(6)(7) | |||
Common Stock | 03/12/2007 | P | 29,221 | A | $25.6775 | 690,010 | D(3)(6)(7) | |||
Common Stock | 03/12/2007 | P | 994 | A | $25.5924 | 691,004 | D(3)(6)(7) | |||
Common Stock | 03/12/2007 | P | 889 | A | $25.54 | 691,893 | D(3)(6)(7) | |||
Common Stock | 03/12/2007 | P | 38,644 | A | $25.6775 | 811,011 | D(4)(6)(7) | |||
Common Stock | 03/12/2007 | P | 1,313 | A | $25.5924 | 812,324 | D(4)(6)(7) | |||
Common Stock | 03/12/2007 | P | 1,045 | A | $25.54 | 813,369 | D(4)(6)(7) | |||
Common Stock | 03/12/2007 | P | 4,763 | A | $25.6775 | 188,945 | I | See(5)(6)(7) | ||
Common Stock | 03/12/2007 | P | 162 | A | $25.5924 | 189,107 | I | See(5)(6)(7) | ||
Common Stock | 03/12/2007 | P | 243 | A | $25.54 | 189,350 | I | See(5)(6)(7) | ||
Common Stock | 03/13/2007 | P | 18,039 | A | $25.56 | 491,306 | D(1)(6)(7) | |||
Common Stock | 03/13/2007 | P | 729 | A | $25.15 | 492,035 | D(1)(6)(7) | |||
Common Stock | 03/13/2007 | P | 1,013 | A | $25.16 | 493,048 | D(1)(6)(7) | |||
Common Stock | 03/13/2007 | P | 6,829 | A | $25.56 | 173,704 | D(2)(6)(7) | |||
Common Stock | 03/13/2007 | P | 258 | A | $25.15 | 173,962 | D(2)(6)(7) | |||
Common Stock | 03/13/2007 | P | 358 | A | $25.16 | 174,320 | D(2)(6)(7) | |||
Common Stock | 03/13/2007 | P | 26,481 | A | $25.56 | 718,374 | D(3)(6)(7) | |||
Common Stock | 03/13/2007 | P | 1,066 | A | $25.15 | 719,440 | D(3)(6)(7) | |||
Common Stock | 03/13/2007 | P | 1,481 | A | $25.16 | 720,921 | D(3)(6)(7) | |||
Common Stock | 03/13/2007 | P | 33,355 | A | $25.56 | 846,724 | D(4)(6)(7) | |||
Common Stock | 03/13/2007 | P | 1,258 | A | $25.15 | 847,982 | D(4)(6)(7) | |||
Common Stock | 03/13/2007 | P | 1,746 | A | $25.16 | 849,728 | D(4)(6)(7) | |||
Common Stock | 03/13/2007 | P | 5,696 | A | $25.56 | 195,046 | I | See(5)(6)(7) | ||
Common Stock | 03/13/2007 | P | 289 | A | $25.15 | 195,335 | I | See(5)(6)(7) | ||
Common Stock | 03/13/2007 | P | 402 | A | $25.16 | 195,737 | I | See(5)(6)(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Represents transactions effected by Luxor Capital Group, LP ("Luxor Capital Group") for Luxor Capital Partners, LP (the "Onshore Fund"). After the transactions disclosed on this Form 4, the Onshore Fund directly owns 493,048 shares of common stock. |
2. Represents transactions effected by Luxor Capital Group for LCG Select, LLC (the "Select Onshore Fund"). After the transactions disclosed on this Form 4, the Select Onshore Fund directly owns 174,320 shares of common stock. |
3. Represents transactions effected by Luxor Capital Group for Luxor Capital Partners Offshore, Ltd. (the "Offshore Fund"). After the transactions disclosed on this Form 4, the Offshore Fund directly owns 720,921 shares of common stock. |
4. Represents transactions effected by Luxor Capital Group for LCG Select Offshore, Ltd. (the "Select Offshore Fund"). After the transactions disclosed on this Form 4, the Select Offshore Fund directly owns 849,728 shares of common stock. |
5. Represents transactions of accounts separately managed by Luxor Capital Group ("Separately Managed Accounts"). After the transactions disclosed in this Form 4, the Separately Managed Accounts directly own 195,737 shares of common stock. |
6. Luxor Capital Group is a registered investment adviser and acts as the investment manager of the Onshore Fund, the Select Onshore Fund, the Offshore Fund and the Select Offshore Fund, among other accounts. Luxor Management, LLC ("Luxor Management") is the general partner of Luxor Capital Group. Mr. Leone is the managing member of Luxor Management. LCG Holdings, LLC ("Luxor Holdings") is the general partner of the Onshore Fund and the managing member of the Select Onshore Fund. Mr. Leone is the managing member of LCG Holdings. |
7. Luxor Capital Group, Luxor Management and Mr. Leone may each be deemed to indirectly beneficially own the shares of common stock held by the Onshore Fund, the Select Onshore Fund, the Offshore Fund and the Select Offshore Fund and the Separately Managed Accounts. LCG Holdings may be deemed to indirectly beneficially own the shares of common stock held by the Onshore Fund and the Select Onshore Fund. For purposes of this Form 4, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone each disclaim ownership of the shares of common stock owned by the funds and Separately Managed Accounts except to the extent of their pecuniary interest therein. |
Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP | 03/14/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |