GRAFTECH INTERNATIONAL LTD — Director's Dealing 2015

May 22, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GRAFTECH INTERNATIONAL LTD (GTI)
CIK: 0000931148
Period of Report: 2015-05-15

Reporting Person: Coburn Quinn J (VP, Treasurer, Interim CFO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7710	Direct
Common Stock	12850	Direct
Common Stock	3022	Direct
Common Stock	5600	Direct
Common Stock	7776	Direct
Common Stock	15000	Direct
Common Stock	25349	Direct
Common Stock	12	Direct
Common Stock	6989	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$14.77	2020-08-23	Common Stock (5000)		Direct
Stock Options (right to buy)	$19.89	2020-12-09	Common Stock (3800)		Direct
Stock Options (right to buy)	$13.89	2021-12-13	Common Stock (5200)		Direct
Stock Options (right to buy)	$9.51	2022-11-27	Common Stock (10000)		Direct
Stock Options (right to buy)	$11.56	2023-11-21	Common Stock (4500)		Direct
Stock Options (right to buy)	$4.24	2024-11-19	Common Stock (10280)		Direct

Footnotes

F1: On November 19, 2014, the Company granted 7,710 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares will vest on each of December 3, 2015, 2016, and 2017.

F2: On November 19, 2014, the Company granted 12,850 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, 2018. The ultimate number of shares earned is subject to adjustment based on actual peformance.

F3: On November 21, 2013, the Company granted 3,400 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares vested on December 3 2014, and one-third will vest on each of December 3, 2015 and 2016. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.

F4: On November 21, 2013, the Company granted 5,600 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, 2017. The ultimate number of shares earned is subject to adjustment based on actual peformance.

F5: On November 27, 2012, the Company granted 10,000 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares vested on each of November 27, 2013 and 2014, and one-third will vest on November 27, 2015. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.

F6: On November 27, 2012, the Company granted 15,000 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.

F7: 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.

F8: Represents the number of units attributable to the reporting person's participation in the Company Stock Fund of the GrafTech International Savings Plan.

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

F10: On November 27, 2012, the Company granted 10,000 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.

F11: On November 21, 2013, the Company granted 4,500 stock options under the Company's 2005 Equity Incentive Plan. The options vest in equal thirds on December 3 of each of 2014, 2015 and 2016. The vested portions of such options will become exercisable upon vesting.

F12: On November 19, 2014, the Company granted 10,280 stock options under the Company's 2005 Equity Incentive Plan. The options vest in equal thirds on December 3 of each of 2015, 2016 and 2017. The vested portions of such options will become exercisable upon vesting.