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: Batty Lionel D (Pres. Engineered Solutions)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-11	Common Stock	F	8870	$5.05	Disposed	18130	Direct
2015-08-11	Common Stock	F	14721	$5.05	Disposed	30279	Direct
2015-08-11	Common Stock	F	2015	$5.05	Disposed	6162	Direct
2015-08-11	Common Stock	F	5027	$5.05	Disposed	10273	Direct
2015-08-11	Common Stock	F	1117	$5.05	Disposed	6815	Direct
2015-08-11	Common Stock	F	5552	$5.05	Disposed	11348	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24529	Direct
Common Stock	11931	Indirect
Common Stock	10275	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$16.41	2019-12-10	Common Stock (3300)	3300	Direct
Stock Options (right to buy)	$19.89	2020-12-09	Common Stock (2600)	2600	Direct
Stock Options (right to buy)	$13.89	2021-12-13	Common Stock (4800)	4800	Direct
Stock Options (right to buy)	$15.24	2021-12-13	Common Stock (9200)	9200	Direct
Stock Options (right to buy)	$9.51	2022-11-27	Common Stock (13500)	13500	Direct
Stock Options (right to buy)	$11.56	2023-11-21	Common Stock (12300)	12300	Direct
Stock Options (right to buy)	$4.24	2024-11-19	Common Stock (36000)	36000	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 27,000 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. 8,870 of the 27,000 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.

F3: On November 19, 2014, the Company granted 45,000 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. 14,721 of the 45,000 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 9,200 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. 2,015 of the 6,133 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 15,300 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. 5,027 of the 15,300 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 10,200 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. 1,117 of the 3,400 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 16,900 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. 5,552 of the 16,900 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: 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 and became exercisable.

F11: 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.