Titan International Inc (TWI): MHR Fund Management Enters Audit Committee Observer Agreement Acquires Some Shares

NAMES OF
REPORTING PERSONS

MHR INSTITUTIONAL PARTNERS III LP

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨

CITIZENSHIP OR PLACE OF
ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

7,200,427

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

7,200,427

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON

    7,200,427

12

CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

    13.3%

14

TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)

PN