GRAFTECH INTERNATIONAL LTD — Director's Dealing 2015

Aug 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAFTECH INTERNATIONAL LTD (GTI)
CIK: 0000931148
Period of Report: 2015-08-14

Reporting Person: CARSON RANDY W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-14	Common Stock	U	42862	$5.05	Disposed	35206	Direct
2015-08-17	Common Stock	D	35206	$5.05	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-17	Stock Options (right to buy)	$9.52	D	5000	Disposed	2019-05-19	Common Stock (5000)	Direct

Footnotes

F1: On May 17, 2015, Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with BCP IV GrafTech Holdings LP, a Delaware limited partnership ("Parent"), and Athena Acquisition Subsidiary Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub"), pursuant to which, on August 14, 2015, Acquisition Sub accepted all shares tendered and Parent subsequently made a cash payment for all of the outstanding shares of Issuer's common stock that were tendered. The reporting person reports disposition of shares tendered by reporting person pursuant to the terms of the tender offer, which involved a change of control.

F2: The holdings are net of shares canceled as a result of a proration of the directors' January 2014 grant.

F3: Disposed of pursuant to the Merger Agreement in exchange for the right to receive $5.05 in cash per share.

F4: All such options have fully vested and became exercisable.

F5: Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were canceled.