Edgar Filing: TITAN INTERNATIONAL INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Luxor Capital Group, LP

2. Issuer Name and Ticker or Trading Symbol
TITAN INTERNATIONAL INC [TWI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

767 FIFTH AVENUE, 19TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2007

(Street)

NEW YORK, NY 10153

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/14/2007		P		5,251	A	$ 24.9114	503,141	D ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/14/2007		P		20,430	A	$ 24.9	523,571	D ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/14/2007		P		1,840	A	$ 24.9114	177,872	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/14/2007		P		7,158	A	$ 24.9	185,030	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/14/2007		P		7,690	A	$ 24.9114	735,691	D ⁽³⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/14/2007		P		29,921	A	$ 24.9	765,612	D ⁽³⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/14/2007		P		8,929	A	$ 24.9114	867,001	D ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/14/2007		P		34,748	A	$ 24.9	901,749	D ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/14/2007		P		1,990	A	$ 24.9114	199,649	I	See ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/14/2007		P		7,743	A	$ 24.9	207,392	I	See ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/15/2007		P		2,166	A	$ 24.9234	525,737	D ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/15/2007		P		631	A	$ 24.982	526,368	D ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/15/2007		P		763	A	$ 24.9234	185,793	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/15/2007		P		222	A	$ 24.982	186,015	D ⁽²⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/15/2007		P		3,091	A	$ 24.9234	768,703	D ⁽³⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/15/2007		P		900	A	$ 24.982	769,603	D ⁽³⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/15/2007		P		3,875	A	$ 24.9234	905,624	D ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/15/2007		P		1,129	A	$ 24.982	906,753	D ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/15/2007		P		405	A	$ 24.9234	207,797	I	See ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Common Stock	03/15/2007		P		118	A	$ 24.982	207,915	I	See ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Luxor Capital Group, LP 767 FIFTH AVENUE 19TH FLOOR NEW YORK, NY 10153		X
LUXOR CAPITAL PARTNERS OFFSHORE LTD C/O M&C CORPORATE SVCS LTD PO BOX 309 GT UGLAND HOUSE GEORGE TOWN, E9 00000		X
Luxor Capital Partners, LP 767 FIFTH AVENUE, 19TH FLOOR NEW YORK, NY 10153		X
LCG SELECT OFFSHORE LTD PO BOX 309GT UGLAND HOUSE SOUTH CHURCH S GEORGE TOWN GRAND CAYAMAN CAYMAN ISLANDS, E9 00000		X
LCG SELECT LLC 767 FIFTH AVENUE 19TH FLOOR NEW YORK, NY 10153		X

Signatures

Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP		03/16/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Represents transactions effected by Luxor Capital Group, LP ("Luxor Capital Group") for Luxor Capital Partners, LP (the "Onshore Fund"). After the transactions disclosed on this Form 4, the Onshore Fund directly owns 526,368 shares of common stock.
(2)	Represents transactions effected by Luxor Capital Group for LCG Select, LLC (the "Select Onshore Fund"). After the transactions disclosed on this Form 4, the Select Onshore Fund directly owns 186,015 shares of common stock.
(3)	Represents transactions effected by Luxor Capital Group for Luxor Capital Partners Offshore, Ltd. (the "Offshore Fund"). After the transactions disclosed on this Form 4, the Offshore Fund directly owns 769,603 shares of common stock.
(4)	Represents transactions effected by Luxor Capital Group for LCG Select Offshore, Ltd. (the "Select Offshore Fund"). After the transactions disclosed on this Form 4, the Select Offshore Fund directly owns 906,753 shares of common stock.
(5)	Represents transactions of accounts separately managed by Luxor Capital Group ("Separately Managed Accounts"). After the transactions disclosed in this Form 4, the Separately Managed Accounts directly own 207,915 shares of common stock.
(6)	Luxor Capital Group is a registered investment adviser and acts as the investment manager of the Onshore Fund, the Select Onshore Fund, the Offshore Fund and the Select Offshore Fund, among other accounts. Luxor Management, LLC ("Luxor Management") is the general partner of Luxor Capital Group. Mr. Leone is the managing member of Luxor Management. LCG Holdings, LLC ("Luxor Holdings") is the general partner of the Onshore Fund and the managing member of the Select Onshore Fund. Mr. Leone is the managing member of LCG Holdings.
(7)	Luxor Capital Group, Luxor Management and Mr. Leone may each be deemed to indirectly beneficially own the shares of common stock held by the Onshore Fund, the Select Onshore Fund, the Offshore Fund, the Select Offshore Fund and the Separately Managed Accounts. LCG Holdings may be deemed to indirectly beneficially own the shares of common stock held by the Onshore Fund and the Select Onshore Fund. For purposes of this Form 4, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone each disclaim ownership of the shares of common stock owned by the funds and Separately Managed Accounts except to the extent of their pecuniary interest therein.

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