SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

Graber Mark A

(Last)

(First)

(Middle)

56 OAKWELL FARMS PARKWAY

(Street)

SAN ANTONIO

75218

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TOR MINERALS INTERNATIONAL INC [ TORM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2012

4. 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 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								32,700	D
Common Stock								2,000	I	By spouse⁽¹⁾
Common Stock	05/03/2012		C		95,813⁽²⁾	A	$2.65	180,813	I	By X-L Investments⁽³⁾
Common Stock	05/03/2012		C		57,479⁽⁴⁾	A	$2.65	57,479	I	By Five Star Investments⁽⁵⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Debentures	$2.65	05/03/2012		C			94,340	08/21/2009	05/04/2016	Common Stock	94,340	$0	0	I	By X-L Investments⁽³⁾
Convertible Debentures	$2.65	05/03/2012		C			56,604	08/21/2009	05/04/2016	Common Stock	56,604	$0	0	I	By Five Star Investments⁽⁵⁾
Warrants (right to buy)	$2.65							08/21/2009	05/04/2016	Common Stock	94,340		94,340	I	By X-L Investments⁽³⁾
Warrants (right to buy)	$2.65							08/21/2009	05/04/2016	Common Stock	56,604		56,604	I	By Five Star Investments⁽⁵⁾

Explanation of Responses:

1. Mr. Graber holds these securities on behalf of his spouse, for whom Mr. Graber exercises voting control.

2. Of these shares, 94,340 were issued upon conversion of 6% Convertible Debentures at $2.65/share and an additional 1,473 shares were issued in lieu of the unpaid interest on the Convertible Debentures.

3. Mr. Graber is a general partner of X-L Investments, a Texas general partnership, and exercises beneficial and investment control over the securities held by it.

4. Of these shares, 56,604 were issued upon conversion of 6% Convertible Debentures at $2.65/share and an additional 875 shares were issued in lieu of the unpaid interest on the Convertible Debentures.

5. Mr. Graber is a general partner of Five Star Investments, a Texas general partnership, and exercises beneficial and investment control over the securities held by it.

	Mark A. Graber	05/03/2012
	** 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 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).
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