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^*

Rauch Waldemar

(Last)

(First)

(Middle)

IM LANGACHER

CH-8606 GREIFENSEE

(Street)

SWITZERLAND

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2011

3. Issuer Name and Ticker or Trading Symbol
METTLER TOLEDO INTERNATIONAL INC/ [ MTD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Head of Process Analytics

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, par value $0.01 per share	8,535⁽¹⁾	D

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)
Stock Option (right to buy)	10/31/2002	04/30/2012	Common Stock, par value $0.01 per share	10,000⁽²⁾	$45.91	D
Stock Option (right to buy)	11/07/2003	05/06/2013	Common Stock, par value $0.01 per share	8,000⁽²⁾	$33.23	D
Stock Option (right to buy)	08/27/2004	02/27/2014	Common Stock, par value $0.01 per share	5,000⁽²⁾	$37.56	D
Stock Option (right to buy)	08/27/2004	02/27/2014	Common Stock, par value $0.01 per share	8,000⁽²⁾	$37.56	D
Stock Option (right to buy)	10/28/2005	04/28/2015	Common Stock, par value $0.01 per share	5,000⁽²⁾	$47.95	D
Stock Option (right to buy)	01/03/2009	01/03/2018	Common Stock, par value $0.01 per share	11,450⁽³⁾	$112.37	D
Stock Option (right to buy)	11/06/2009	11/06/2018	Common Stock, par value $0.01 per share	4,500⁽⁴⁾	$73.69	D
Stock Option (right to buy)	10/28/2010	10/28/2019	Common Stock, par value $0.01 per share	4,330⁽⁴⁾	$90.76	D
Stock Option (right to buy)	11/03/2011	11/03/2020	Common Stock, par value $0.01 per share	3,830⁽⁴⁾	$133	D

Explanation of Responses:

1. Of the total, 3,879 shares are restricted stock units for which shares of MTD common stock will be delivered upon satisfaction of applicable vesting requirements over the coming five years as follows: 1,347 shares, 1,052 shares, 812 shares, 472 shares, and 196 shares, respectively.

2. The options vested annually in five equal installments beginning on the first anniversary of the date of grant.

3. The options will vest on March 1, 2013 provided the company has achieved at least 15% compound annual growth in its fully diluted earnings per share over the five year period January 1, 2008 through December 31, 2012. In addition, the options will vest fully upon certain events, including the merger, consolidation or change in control of the company.

4. The options vest annually in five equal installments beginning on the first anniversary of the date of grant. In addition, the options will vest fully upon certain events, including the merger, consolidation or change in control of the company.

Remarks:

	James Bellerjeau, Attorney in Fact	08/01/2011
	** 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.