Mark H. Md Rachesky - Jun 13, 2024 Form 4 Insider Report for TITAN INTERNATIONAL INC (TWI)

Role: Director, 10%+ Owner
Signature: /s/ Janet Yeung, Attorney-in-Fact
Stock symbol: TWI
Transactions as of: Jun 13, 2024
Transactions value $: $0
Form type: 4
Date filed: 6/17/2024, 05:24 PM
Previous filing: May 15, 2024
Next filing: Oct 21, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TWI	Common Stock	Award	$0	+24.2K		$0.00	24.2K	Jun 13, 2024	Direct	F6
holding	TWI	Common Stock						715K	Jun 13, 2024	See Footnotes	F1, F2
holding	TWI	Common Stock						89.4K	Jun 13, 2024	See Footnotes	F3
holding	TWI	Common Stock						7.2M	Jun 13, 2024	See Footnotes	F4, F5
holding	TWI	Common Stock						213K	Jun 13, 2024	Direct

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares of Common Stock (the "Common Stock") are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account.MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. MHR Fund Management LLC ("Fund Management") has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Stock held for the account of Master Account. MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management. (Continued in Footnote 2)
F2	(Continued from Footnote 1) Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Stock held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Stock except to the extent of their pecuniary interest therein.
F3	These shares of Common Stock are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). MHRC is the managing member of Advisors. Dr. Rachesky is the managing member of MHRC. Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Capital Partners (100). MHR Holdings is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Stock for the account of Capital Partners (100). Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such Common Stock except to the extent of their pecuniary interest therein.
F4	These shares of Common Stock are held for the account of MHR Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), is the general partner of Institutional Partners III. Dr.Rachesky is the managing member of Institutional Advisors III. Fund Management has an investment management agreement with Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Stock held for the account of Institutional Partners III. MHR Holdings is the managing member of Fund Management. (Continued in Footnote 5)
F5	(Continued from Footnote 4) Accordingly, Institutional Advisors III, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the Common Stock held for the account of Institutional Partners III. Each of Institutional Advisors III, Fund Management, MHR Holdings and Dr.Rachesky disclaims beneficial ownership of such Common Stock except to the extent of their pecuniary interst therein.
F6	These are restricted stock units granted by the Issuer, payable upon vesting in an equal number of shares of Common Stock, which are scheduled to vest on June 13, 2025.