GRAFTECH INTERNATIONAL LTD — Director's Dealing 2012

Mar 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAFTECH INTERNATIONAL LTD (GTI)
CIK: 0000931148
Period of Report: 2012-02-29

Reporting Person: BARNARD PETRUS J (VP, Pres. Industrial Materials)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-29	Common Stock	F	8237	$12.71	Disposed	26663	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9600	Direct
Common Stock	12800	Direct
Common Stock	7134	Direct
Common Stock	11000	Direct
Common Stock	6903	Direct
Common Stock	12800	Direct
Common Stock	103061	Direct
Common Stock	8114	Indirect
Common Stock	2329	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$5.46	2015-04-01	Common Stock (100000)	100000	Direct
Stock Options (right to buy)	$16.41	2019-12-10	Common Stock (18000)	18000	Direct
Stock Options (right to buy)	$19.89	2020-12-09	Common Stock (16000)	16000	Direct
Stock Options (right to buy)	$13.89	2021-12-13	Common Stock (19200)	19200	Direct

Footnotes

F1: On December 13, 2011, the Company granted 9,600 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares will vest on each of December 13, 2012, 2013, and 2014.

F2: On December 13, 2011, the Company granted 12,800 performance shares under the Company's 2005 Equity Incentive Plan, which represent the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets vest on March 31, 2015. The ultimate number of shares earned is subject to adjustment based on actual peformance.

F3: On December 9, 2010, the Company granted 8,000 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares vested on December 9, 2011, and one-third will vest on each of December 9, 2012 and 2013. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.

F4: On December 9, 2010, the Company granted 11,000 performance shares under the Company's 2005 Equity Incentive Plan, which represent the right to receive shares contingent upon the achievement 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, 2014. The ultimate number of shares earned is subject to adjustment based on actual peformance.

F5: On December 10, 2009, the Company granted 9,200 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares vested on each of December 10, 2010 and 2011, and one-third will vest on December 10, 2012. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.

F6: On December 10, 2009, the Company granted 12,800 performance shares under the Company's 2005 Equity Incentive Plan, which represent the right to receive shares contingent upon the achievement 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 peformance.

F7: 8,237 shares were withheld to cover withholding taxes due on vesting of performance shares. On December 15, 2008, the Company granted 30,000 performance shares under the Company's 2005 Equity Incentive Plan, representing the right to receive shares contingent upon the achievement of performance measures and subject to adjustment based on actual performance. Including an upward adjustment of 4,900 shares as a result of actual performance achieved, 24,900 earned shares became vested on February 29, 2012. From the earned shares that vested, 8,237 shares were withheld to cover withholding taxes. The amount of securities owned in this line represent the net number of shares earned and vested (24,900) less the number of shares withheld to cover withholding taxes (8,237) plus 1/3 of the December 15, 2008 grant (10,000) which, subject to further adjustment based on actual performance, may still be earned.

F8: Represents the number of shares attributable to the reporting person's participation in the Company Stock Fund of the GrafTech International Savings Plan.

F9: 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.

F10: All such options have fully vested.

F11: On December 10, 2009, the Company granted 18,000 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.

F12: On December 9, 2010, the Company granted 16,000 stock options under the Company's 2005 Equity Incentive Plan. The options vest in equal thirds on December 9 of each of 2011, 2012 and 2013. The vested portions of such options will become exercisable upon vesting.

F13: On December 13, 2011, the Company granted 19,200 stock options under the Company's 2005 Equity Incentive Plan. The options vest in equal thirds on December 13 of each of 2012, 2013 and 2014. The vested portions of such options will become exercisable upon vesting.