SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Rauch Waldemar

(Last) (First) (Middle)
IM LANGACHER
CH-8606 GREIFENSEE

(Street)
SWITZERLAND

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2011
3. Issuer Name and Ticker or Trading Symbol
METTLER TOLEDO INTERNATIONAL INC/ [ MTD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Head of Process Analytics
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share 8,535(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) 10/31/2002 04/30/2012 Common Stock, par value $0.01 per share 10,000(2) 45.91 D
Stock Option (right to buy) 11/07/2003 05/06/2013 Common Stock, par value $0.01 per share 8,000(2) 33.23 D
Stock Option (right to buy) 08/27/2004 02/27/2014 Common Stock, par value $0.01 per share 5,000(2) 37.56 D
Stock Option (right to buy) 08/27/2004 02/27/2014 Common Stock, par value $0.01 per share 8,000(2) 37.56 D
Stock Option (right to buy) 10/28/2005 04/28/2015 Common Stock, par value $0.01 per share 5,000(2) 47.95 D
Stock Option (right to buy) 01/03/2009 01/03/2018 Common Stock, par value $0.01 per share 11,450(3) 112.37 D
Stock Option (right to buy) 11/06/2009 11/06/2018 Common Stock, par value $0.01 per share 4,500(4) 73.69 D
Stock Option (right to buy) 10/28/2010 10/28/2019 Common Stock, par value $0.01 per share 4,330(4) 90.76 D
Stock Option (right to buy) 11/03/2011 11/03/2020 Common Stock, par value $0.01 per share 3,830(4) 133 D
Explanation of Responses:
1. Of the total, 3,879 shares are restricted stock units for which shares of MTD common stock will be delivered upon satisfaction of applicable vesting requirements over the coming five years as follows: 1,347 shares, 1,052 shares, 812 shares, 472 shares, and 196 shares, respectively.
2. The options vested annually in five equal installments beginning on the first anniversary of the date of grant.
3. The options will vest on March 1, 2013 provided the company has achieved at least 15% compound annual growth in its fully diluted earnings per share over the five year period January 1, 2008 through December 31, 2012. In addition, the options will vest fully upon certain events, including the merger, consolidation or change in control of the company.
4. The options vest annually in five equal installments beginning on the first anniversary of the date of grant. In addition, the options will vest fully upon certain events, including the merger, consolidation or change in control of the company.
Remarks:
James Bellerjeau, Attorney in Fact 08/01/2011
** 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 5 (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.