GRAFTECH INTERNATIONAL LTD — Director's Dealing 2012

Nov 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAFTECH INTERNATIONAL LTD (GTI)
CIK: 0000931148
Period of Report: 2012-11-27

Reporting Person: Robertson Lindon G (VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-27	Common Stock	A	18600	—	Acquired	18600	Direct
2012-11-27	Common Stock	A	31000	—	Acquired	31000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-27	Stock Options (right to buy)	$9.51	A	24800	Acquired	2022-11-27	Common Stock (24800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12400	Direct
Common Stock	16500	Direct
Common Stock	52855	Direct
Common Stock	12400	Direct
Common Stock	1746	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$20.70	2021-07-18	Common Stock (18600)	18600	Direct
Stock Options (right to buy)	$13.89	2021-12-13	Common Stock (25000)	25000	Direct

Footnotes

F1: On November 27, 2012, the Company granted 18,600 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares will vest on each of November 27, 2013, 2014, and 2015.

F2: On November 27, 2012, the Company granted 31,000 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 31, 2016. The ultimate number of shares earned is subject to adjustment based on actual peformance.

F3: On December 13, 2011, the Company granted 12,400 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.

F4: On December 13, 2011, the Company granted 16,500 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, 2015. The ultimate number of shares earned is subject to adjustment based on actual peformance.

F5: On July 18, 2011, the Company granted 59,300 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares vested on July 18, 2012, and one-third will vest July 18 of each of 2013 and 2014. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.

F6: On July 18, 2011, the Company granted 12,400 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 in March 29, 2014. The ultimate number of shares earned is subject to adjustment based on actual peformance.

F7: 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.

F8: On July 18, 2011, the Company granted 18,600 stock options under the Company's 2005 Equity Incentive Plan. The options vest in equal thirds on July 18 of each of 2012, 2013 and 2014. The vested portions of such options will become exercisable upon vesting.

F9: On December 13, 2011, the Company granted 25,000 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.

F10: On November 27, 2012, the Company granted 24,800 stock options under the Company's 2005 Equity Incentive Plan. The options vest in equal thirds on November 27 of each of 2013, 2014 and 2015. The vested portions of such options will become exercisable upon vesting.