UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

RTI International Metals, Inc.

74973W107
(CUSIP Number)

May 4, 2011
(Date of Event which Requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		74973W107

CUSIP No.		74973W107

CUSIP No.		74973W107

CUSIP No.		74973W107

CUSIP No.		74973W107

CUSIP No.		74973W107

CUSIP No.		74973W107

CUSIP No.		74973W107

ITEM 1. (a)		Name of Issuer:
		RTI International Metals, Inc. (the “Issuer”)
(b)		Address of Issuer’s Principal Executive Offices:
		Westpointe Corporate Center One, 5th Floor 1550 Coraopolis Heights Road Pittsburgh, Pennsylvania 15108-2973
ITEM 2. (a)		Name of Person Filing:
		Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
		DBD Cayman Holdings, Ltd. DBD Cayman, Ltd. TCG Holdings Cayman II, L.P. TC Group Cayman Investment Holdings, L.P. TC Group CSP II, L.L.C. CSP II General Partner, L.P. Carlyle Strategic Partners II, L.P. CSP II Coinvestment, L.P.
(b)		Address of Principal Business Office:
		The address for each of DBD Cayman Holdings, Ltd., DBD Cayman, Ltd., TCG Holdings Cayman II, L.P. and TC Group Cayman Investment Holdings, L.P. is:

c/o Walkers Corporate Services Limited,
Walker House,
87 Mary Street,
George Town, Grand Cayman
KY1-9001, Cayman Islands.

		The address for each of TC Group CSP II, L.L.C., CSP II General Partner, L.P., Carlyle Strategic Partners II, L.P. and CSP II Coinvestment, L.P. is:

c/o The Carlyle Group
1001 Pennsylvania Ave. NW
Suite 220 South
Washington, D.C. 20004-2505.

(c)		Citizenship of each Reporting Person is:
		DBD Cayman Holdings, Ltd. — Cayman Islands DBD Cayman, Ltd. — Cayman Islands TCG Holdings Cayman II, L.P. — Cayman Islands TC Group Cayman Investment Holdings, L.P. — Cayman Islands TC Group CSP II, L.L.C. — Delaware CSP II General Partner, L.P. — Delaware Carlyle Strategic Partners II, L.P. — Delaware CSP II Coinvestment, L.P. — Delaware
(d)		Title of Class of Securities:
		Common Stock
(e)		CUSIP Number:
		74973W107

ITEM 3.

          Not applicable.

ITEM 4. Ownership

Ownership (a-c)

     The ownership information presented below represents beneficial ownership of Common Stock, $0.01 par value of the Issuer (the “Shares”), as of May 9, 2011.

																						Shared
																						power to
																		Sole power to				dispose or
																		dispose or to				to direct
		Amount												Shared power to				direct the				the
		beneficially				Percent				Sole power to vote				vote or to direct				disposition				disposition
Reporting Person		owned				of class:				or direct the vote:				the vote:				of:				of:
DBD Cayman Holdings, Ltd.			1,591,925				5.3	%			0				1,591,925				0				1,591,925
DBD Cayman, Ltd.			1,591,925				5.3	%			0				1,591,925				0				1,591,925
TCG Holdings Cayman II, L.P.			1,591,925				5.3	%			0				1,591,925				0				1,591,925
TC Group Cayman Investment Holdings, L.P.			1,591,925				5.3	%			0				1,591,925				0				1,591,925
TC Group CSP II, L.L.C.			1,591,925				5.3	%			0				1,591,925				0				1,591,925
CSP II General Partner, L.P.			1,591,925				5.3	%			0				1,591,925				0				1,591,925
Carlyle Strategic Partners II, L.P.			1,538,451				5.1	%			0				1,538,451				0				1,538,451
CSP II Coinvestment, L.P.			53,474				0.2	%			0				53,474				0				53,474

     Carlyle Strategic Partners II, L.P. (“CSP II”) and CSP II Coinvestment, L.P. (“Coinvestment”) are the record owners of 1,538,451 Shares and 53,474 Shares, respectively. CSP II General Partner, L.P. is the general partner of both CSP II and Coinvestment. The sole general partner of CSP II General Partner, L.P. is TC Group CSP II, L.L.C., a limited liability company that is wholly owned by TC Group Cayman Investment Holdings, L.P. The sole general partner of TC Group Cayman Investment Holdings, L.P. is TCG Holdings Cayman II, L.P. The sole general partner of TCG Holdings Cayman II, L.P. is DBD Cayman, Ltd.. The sole shareholder of DBD Cayman, Ltd. is DBD Cayman Holdings, Ltd. Accordingly, each of CSP II General Partner, L.P., TC Group CSP II, L.L.C., TC Group Cayman Investment Holdings, L.P., TCG Holdings Cayman II, L.P., DBD Cayman, Ltd. and DBD Cayman Holdings, Ltd. may be deemed to be beneficial owners of the Shares held by CSP II and Coinvestment.

     DBD Cayman Holdings, Ltd. is controlled by its ordinary members, and all action relating to the voting or disposition of the Shares requires approval of a majority of the ordinary members. William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein are the ordinary members of DBD Cayman Holdings, Ltd. and, in such capacity, may be deemed to share beneficial ownership of Shares beneficially owned by DBD Cayman Holdings, Ltd. Such individuals expressly disclaim any such beneficial ownership.

ITEM 5. Ownership of Five Percent or Less of a Class

          Not applicable.

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person

          Not applicable.

ITEM 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

          Not applicable

ITEM 8. Identification and Classification of Members of the Group

          Not applicable.

ITEM 9. Notice of Dissolution of Group

          Not applicable.

ITEM 10. Certification

     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 10, 2011

LIST OF EXHIBITS

Exhibit No.		Description
99.1		Joint Filing Agreement
99.2		Power of Attorney