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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
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 L2 00000

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2008
3. Issuer Name and Ticker or Trading Symbol
RTI INTERNATIONAL METALS INC [ RTI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
*See Remarks
5. 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 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)
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
Equity Swap (5)(8) (5)(8) Common Stock 250,000 (5)(8) D(1)(2)(3)(4)
Equity Swap (5)(8) (5)(8) Common Stock 224,000 (5)(8) D(1)(2)(3)(4)
Equity Swap (5)(8) (5)(8) Common Stock 109,333 (5)(8) D(1)(2)(3)(4)
Equity Swap (5)(8) (5)(8) Common Stock 58,333 (5)(8) D(1)(2)(3)(4)
Equity Swap (5)(8) (5)(8) Common Stock 38,334 (5)(8) D(1)(2)(3)(4)
Equity Swap (5)(8) (5)(8) Common Stock 10,000 (5)(8) D(1)(2)(3)(4)
Equity Swap (5)(8) (5)(8) Common Stock 31,226 (5)(8) D(1)(2)(3)(4)
Equity Swap (5)(8) (5)(8) Common Stock 2,067 (5)(8) D(1)(2)(3)(4)
Equity Swap (5)(8) (5)(8) Common Stock 17,500 (5)(8) D(1)(2)(3)(4)
Equity Swap (5)(8) (5)(8) Common Stock 8,333 (5)(8) D(1)(2)(3)(4)
Equity Swap (6)(8) (6)(8) Common Stock 43,330 (6)(8) D(1)(2)(3)(4)
Equity Swap (6)(8) (6)(8) Common Stock 66,667 (6)(8) D(1)(2)(3)(4)
Equity Swap (6)(8) (6)(8) Common Stock 40,233 (6)(8) D(1)(2)(3)(4)
Equity Swap (6)(8) (6)(8) Common Stock 35,000 (6)(8) D(1)(2)(3)(4)
Equity Swap (6)(8) (6)(8) Common Stock 28,966 (6)(8) D(1)(2)(3)(4)
Equity Swap (6)(8) (6)(8) Common Stock 33,333 (6)(8) D(1)(2)(3)(4)
Equity Swap (6)(8) (6)(8) Common Stock 48,334 (6)(8) D(1)(2)(3)(4)
Equity Swap (6)(8) (6)(8) Common Stock 66,667 (6)(8) D(1)(2)(3)(4)
Equity Swap (7)(8) (7)(8) Common Stock 5,365 (7)(8) D(1)(2)(3)(4)
Equity Swap (7)(8) (7)(8) Common Stock 33,333 (7)(8) D(1)(2)(3)(4)
Equity Swap (7)(8) (7)(8) Common Stock 50,551 (7)(8) D(1)(2)(3)(4)
Equity Swap (7)(8) (7)(8) Common Stock 50,065 (7)(8) D(1)(2)(3)(4)
Equity Swap (7)(8) (7)(8) Common Stock 72,806 (7)(8) D(1)(2)(3)(4)
Equity Swap (7)(8) (7)(8) Common Stock 63,500 (7)(8) D(1)(2)(3)(4)
Equity Swap (7)(8) (7)(8) Common Stock 25,000 (7)(8) D(1)(2)(3)(4)
Equity Swap (7)(8) (7)(8) Common Stock 57,165 (7)(8) D(1)(2)(3)(4)
Equity Swap (7)(8) (7)(8) Common Stock 47,068 (7)(8) D(1)(2)(3)(4)
Equity Swap (7)(8) (7)(8) Common Stock 53,333 (7)(8) D(1)(2)(3)(4)
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 L2 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C.

(Last) (First) (Middle)
ONE RIVERCHASE PARKWAY SOUTH

(Street)
BIRMINGHAM AL 35244

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HMC INVESTORS, L.L.C.

(Last) (First) (Middle)
ONE RIVERCHASE PARKWAY SOUTH

(Street)
BIRMINGHAM AL 35244

(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 NY 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 NY 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 NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HARBERT MANAGEMENT CORP

(Last) (First) (Middle)
ONE RIVERCHASE PARKWAY SOUTH

(Street)
BIRMINGHAM AL 35244

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FALCONE PHILIP

(Last) (First) (Middle)
555 MADISON AVE
16TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HARBERT RAYMOND J

(Last) (First) (Middle)
ONE RIVERCHASE PARKWAY SOUTH

(Street)
BIRMINGHAM AL 35244

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LUCE MICHAEL D

(Last) (First) (Middle)
ONE RIVERCHASE PARKWAY SOUTH

(Street)
BIRMINGHAM AL 35244

(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 Special Situations Fund, L.P. (the "Special Situations 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 Special Situations GP, LLC ("HCPSS"), HMC-New York, Inc. ("HMCNY"), Harbert Management Corporation ("HMC"), Philip Falcone, Raymond J. Harbert and Michael Luce. HCPSS is the general partner of the Special Situations Fund. HMCNY is the managing member of HCPSS. HMC wholly owns HMCNY. Philip Falcone is the portfolio manager of the Special Situations Fund and is a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC.
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 Special Situations 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 Special Situations Fund an amount equal to the total return of 250,000, 224,000, 109,333, 58,333, 38,334, 10,000, 31,266, 2,067, 17,500 and 8,333 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.
6. The Special Situations 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 Special Situations Fund an amount equal to the total return of 43,300, 66,667, 40,233, 35,000, 28,966, 33,333, 48,334 and 66,667 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.
7. The Special Situations 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 Special Situations Fund an amount equal to the total return of 5,365, 33,333, 50,551, 50,065, 72,806, 63,500, 25,000, 57,165, 47,068 and 53,333 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 Special Situations 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 Special Situations Fund at any time.
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 3 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. 05/09/2008
Harbinger Capital Partners Offshore Manager, L.L.C.(+)(++), By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr. 05/09/2008
HMC Investors, L.L.C.(+)(++), By: /s/ William R. Lucas, Jr. 05/09/2008
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. 05/09/2008
Harbinger Capital Partners Special Situations GP, LLC(+)(++), By: HMC-New York, Inc., Managing Member, By: /s/ William R. Lucas, Jr. 05/09/2008
HMC-New York, Inc.(+)(++), By: /s/ William R. Lucas, Jr. 05/09/2008
Harbert Management Corporation(+)(++), By: /s/ William R. Lucas, Jr. 05/09/2008
/s/ Philip Falcone(+)(++) 05/09/2008
/s/ Raymond J. Harbert(+)(++) 05/09/2008
/s/ Michael D. Luce(+)(++) 05/09/2008
** 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.