GRAFTECH INTERNATIONAL LTD — Director's Dealing 2015

Aug 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAFTECH INTERNATIONAL LTD (GTI)
CIK: 0000931148
Period of Report: 2015-08-11

Reporting Person: Blair Darrell A (President Industrial Materials)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-11	Common Stock	F	1851	$5.05	Disposed	30549	Direct
2015-08-11	Common Stock	F	3084	$5.05	Disposed	50916	Direct
2015-08-11	Common Stock	F	122	$5.05	Disposed	3078	Direct
2015-08-11	Common Stock	F	309	$5.05	Disposed	5091	Direct
2015-08-11	Common Stock	F	191	$5.05	Disposed	6476	Direct
2015-08-11	Common Stock	F	857	$5.05	Disposed	14143	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5266	Direct
Common Stock	1028	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$16.41	2019-12-10	Common Stock (2200)	2200	Direct
Stock Options (right to buy)	$19.89	2020-12-09	Common Stock (2000)	2000	Direct
Stock Options (right to buy)	$13.89	2021-12-13	Common Stock (4800)	4800	Direct
Stock Options (right to buy)	$9.51	2022-11-27	Common Stock (10000)	10000	Direct
Stock Options (right to buy)	$11.56	2023-11-21	Common Stock (4300)	4300	Direct
Stock Options (right to buy)	$4.24	2024-11-19	Common Stock (43200)	43200	Direct

Footnotes

F1: Upon the closing of the Investment Agreement on August 11, 2015. between the Issuer and BCP IV GrafTech Holdings LP, an affiliate of Brookfield Capital Partners Ltd. ("Brookfield") dated May 4, 2015 ("Investment Agreement"), and in accordance with the Company's 2005 Equity Incentive Plan, all then unvested Awards became fully vested and the underlying shares were delivered to the individual subject to applicable withholding taxes.

F2: On November 19, 2014, the Company granted 32,400 restricted shares under the Company's 2005 Equity Incentive Plan, of which would vest in thirds on each of December 3, 2015, 2016, and 2017. Upon the closing of the Investment Agreement, the restricted stock units vested in full. 1,851 of the 32,400 shares that vested August 11, 2015 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares withheld or sold under a Rule 10b5-1 trading plan to cover withholding taxes.

F3: On November 19, 2014, the Company granted 54,000 performance shares under the Company's 2005 Equity Incentive Plan, which represented the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period and subject to other provisions of the grant. Upon the closing of the Investment Agreement, the performance share units vested in full. 3,084 of the 54,000 shares that vested August 11, 2015 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares withheld or sold under a Rule 10b5-1 trading plan to cover withholding taxes.

F4: On November 21, 2013, the Company granted 3,200 restricted shares under the Company's 2005 Equity Incentive Plan, of which would vest in thirds on each of December 3, 2014, 2015, and 2016. Upon the closing of the Investment Agreement, the restricted stock units vested in full. 122 of the 2,133 shares that vested August 11, 2015 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.

F5: On November 21, 2013, the Company granted 5,400 performance shares under the Company's 2005 Equity Incentive Plan, which represented the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period and subject to other provisions of the grant. Upon the closing of the Investment Agreement, the performance share units vested in full. 309 of the 5,400 shares that vested August 11, 2015 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares withheld or sold under a Rule 10b5-1 trading plan to cover withholding taxes.

F6: On November 27, 2012, the Company granted 10,000 restricted shares under the Company's 2005 Equity Incentive Plan, of which would vest in thirds on each of November 27, 2013, 2014 and 2015. Upon the closing of the Investment Agreement, the restricted stock units vested in full. 191 of the 3,333 shares that vested August 11, 2015 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.

F7: On November 27, 2012, the Company granted 15,000 performance shares under the Company's 2005 Equity Incentive Plan, which represented the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period and subject to other provisions of the grant. Upon the closing of the Investment Agreement, the performance share units vested in full. 857 of the 15,000 shares that vested August 11, 2015 were withheld to cover withholding taxes due upon vesting. The holdings are net of shares withheld or sold under a Rule 10b5-1 trading plan to cover withholding taxes.

F8: 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.

F9: All such options have fully vested and became exercisable.

F10: All such options have fully vested. Pursuant to the closing of the Investment Agreement, all of the unvested shares subject to the option vested in full upon the closing of the Investment Agreement.