SEC FORM 3

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

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1. Name and Address of Reporting Person^*

CHRISTIANSON TONY

(Last)

(First)

(Middle)

301 CARLSON PARKWAY

SUITE 103

(Street)

MINNETONKA

55305

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/05/2007

3. Issuer Name and Ticker or Trading Symbol
Titan Machinery Inc. [ TITN ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Common Stock	70,377	I	By Adam Smith Activist Fund, LLC⁽¹⁾
Common Stock	663,094	I	By Adam Smith Growth Partners⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Warrant (right to buy)	04/15/2005	04/15/2015	Common Stock	44,975	$3.5	I	By Titan Income Holdings, LLLP⁽³⁾
Warrant (right to buy)	06/09/2005	06/09/2015	Common Stock	16,062	$3.5	I	By Titan Income Holdings, LLLP⁽³⁾
Warrant (right to buy)	07/08/2005	07/08/2015	Common Stock	9,638	$3.5	I	By Titan Income Holdings, LLLP⁽³⁾
Warrant (right to buy)	09/07/2005	09/07/2015	Common Stock	6,425	$3.5	I	By Titan Income Holdings, LLLP⁽³⁾
Warrant (right to buy)	11/18/2005	11/18/2015	Common Stock	9,638	$3.5	I	By Titan Income Holdings, LLLP⁽³⁾
Warrant (right to buy)	12/29/2005	12/29/2015	Common Stock	22,487	$3.5	I	By Titan Income Holdings, LLLP⁽³⁾
Warrant (right to buy)	02/06/2006	02/06/2016	Common Stock	6,425	$3.5	I	By Titan Income Holdings, LLLP⁽³⁾
Warrant (right to buy)	04/07/2003	04/07/2013	Common Stock	8,938	$3	I	By Cherry Tree Companies, LLC⁽⁴⁾
Warrant (right to buy)	08/01/2004	08/01/2014	Common Stock	6,071	$6.5	I	By Cherry Tree Companies, LLC⁽⁴⁾
Warrants (right to buy)	02/02/2007	02/02/2017	Common Stock	2,667	$4.5	D
Put Option (right to sell)	12/31/2002	12/31/2009	Common stock	20,655	$2.24	I	By Adam Smith Companies, LLC

Explanation of Responses:

1. Reporting person owns a controlling interest in Adam Smith Activist Fund, LLC which owns the shares. Reporting person expressly disclaims beneficial ownership except to the extent of his pecuniary interest in the entity owning the shares.

2. Reporting person owns a controlling interest in Adam Smith Growth Partners which owns the shares. Reporting person expressly disclaims beneficial ownership except to the extent of his pecuniary interest in the entity owning the shares.

3. Reporting person owns a controlling interest in Titan Income Holdings, LLLP which owns the shares. Reporting person expressly disclaims beneficial ownershiup except to the extent of his pecuniary interest in the entity owning the shares.

4. Reporting persons owns a controlling interest in Cherry Tree Companies, LLC which owns the shares. Reporting person expressly disclaims beneficial ownershiup except to the extent of his pecuniary interest in the entity owning the shares.

Remarks:

	/s/ Tony Christianson	12/06/2007
	** 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.