GRAFTECH INTERNATIONAL LTD — Director's Dealing 2010

Dec 3, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GRAFTECH INTERNATIONAL LTD (GTI)
CIK: 0000931148
Period of Report: 2010-11-30

Reporting Person: PRETORIUS HERMANUS LAMBERTUS (VP, Pres. Engineered Solutions)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5400	Direct
Common Stock	3900	Direct
Common Stock	15000	Direct
Common Stock	45665	Direct
Common Stock	3747	Indirect
Common Stock	5028	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$8.85	2011-09-25	Common Stock (10000)		Direct
Stock Options (right to buy)	$16.41	2019-12-10	Common Stock (7700)		Direct

Footnotes

F1: On December 10, 2009, the Company granted 5,400 performance shares under the Company's 2005 Equity Incentive Plan, which represent the right to receive shares contingent upon the acheivement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets vest on March 29, 2013. The ultimate number of shares earned is subject to adjustment based on actual performance.

F2: On December 10, 2009, the Company granted 3,900 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares vest on December 10 of each of 2010, 2011 and 2012.

F3: On December 15, 2008, the Company granted 15,000 performance shares under the Company's 2005 Equity Incentive Plan, which represent the right to receive shares contingent upon the achievement of one or more performance measures. Shares that are earned upon the attainment of applicable performance targets shall vest on February 29, 2012. The ultimate number of shares is subject to adjustment based on actual peformance.

F4: Represents the number of shares attributable to the reporting person's participation in the Company Stock Fund option of the GrafTech International Holdings Inc. Savings Plan.

F5: Represents obligations whose value is based on the Common Stock through a contribution, exempt pursuant to Rule 16b-3(c), under the Company's Compensation Deferral Program. The reporting person disclaims beneficial ownership of these securities.

F6: All such options have fully vested.

F7: On December 10, 2009, the Company granted 7,700 stock options under the Company's 2005 Equity Incentive Plan. The options vest in equal thirds on December 10 of each of 2010, 2011 and 2012. The vested portions of such options will become exercisable upon vesting.