AI assistant
GRAFTECH INTERNATIONAL LTD — Director's Dealing 2015
Aug 18, 2015
33189_dirs_2015-08-18_610f46e9-7a45-4739-b000-369db431a567.zip
Director's Dealing
Open in viewerOpens in your device viewer
SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: GRAFTECH INTERNATIONAL LTD (GTI)
CIK: 0000931148
Period of Report: 2015-08-14
Reporting Person: Hawthorne Joel L. (CEO & President)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2015-08-14 | Common Stock | U | 383199 | $5.05 | Disposed | 0 | Direct |
| 2015-08-14 | Common Stock | U | 21176 | $5.05 | Disposed | 0 | Indirect |
| 2015-08-14 | Common Stock | U | 10520 | $5.05 | Disposed | 0 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2015-08-17 | Stock Options (right to buy) | $16.41 | D | 3500 | Disposed | 2019-12-10 | Common Stock (3500) | Direct |
| 2015-08-17 | Stock Options (right to buy) | $19.89 | D | 4000 | Disposed | 2020-12-09 | Common Stock (4000) | Direct |
| 2015-08-17 | Stock Options (right to buy) | $13.89 | D | 15000 | Disposed | 2021-12-10 | Common Stock (15000) | Direct |
| 2015-08-17 | Stock Options (right to buy) | $9.51 | D | 16700 | Disposed | 2022-11-27 | Common Stock (16700) | Direct |
| 2015-08-17 | Stock Options (right to buy) | $11.56 | D | 16400 | Disposed | 2023-11-21 | Common Stock (16400) | Direct |
| 2015-08-17 | Stock Options (right to buy) | $10.31 | D | 66600 | Disposed | 2024-01-29 | Common Stock (66600) | Direct |
| 2015-08-17 | Stock Options (right to buy) | $4.24 | D | 182000 | Disposed | 2024-11-19 | Common Stock (182000) | 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: Represents the number of units attributable to the reporting person's participation in the Company Stock Fund of the GrafTech International Savings Plan.
F3: 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.
F4: All such options have fully vested.
F5: Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were canceled.
F6: Pursuant to the Merger Agreement, upon completion of the merger, each stock option (whether vested or unvested) held by the reporting person was converted into a cash amount equal to $5.05 per share, less the exercise price and net of applicable tax withholdings.