SEC Form 4 · accession 0000899243-15-003375
GRAFTECH INTERNATIONAL LTD · EAF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 14, 2015
Accepted (ET)
Aug 18, 2015 · 2:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000931148
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF2 | Aug 14, 2015 | P | 116,266,327 | $5.05 | A | 116,266,327 | I | See Footnote |
| Common Stock, par value $0.01 per shareF4,F5,F2 | Aug 17, 2015 | P | 23,602,391 | $5.05 | A | 139,868,778 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares of Common Stock, par value $0.01 per share (the "Shares"), of the Issuer acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of May 17, 2015 (the "Merger Agreement"), by and among BCP IV GrafTech Holdings LP ("BCP IV"), Athena Acquisition Subsidiary Inc., a direct wholly owned subsidiary of BCP IV ("Acquisition Sub"), and the Issuer (such tender offer, the "Offer").
- F2Directly held by Acquisition Sub. Acquisition Sub is a direct wholly owned subsidiary of BCP IV. BCP IV may be deemed to have indirect beneficial ownership of the shares held by Acquisition Sub.
- F3Reflects all of the outstanding shares of the Issuer not tendered in the Offer, which may be deemed to have been acquired by BCP IV and Acquisition Sub pursuant to the consummation of the transactions contemplated by the Merger Agreement.
- F4Acquisition Sub was merged with and into the Issuer, with the Issuer surviving the Merger as a direct wholly owned subsidiary of BCP IV pursuant to a "back-end merger" under Delaware law (the "Merger"). At the effective time of the Merger, all of the Issuer's common stock held by BCP IV and Acquisition Sub was canceled. At the effective time of the Merger, each share of Acquisition Sub was converted into a share of the surviving company's stock, such that following the Merger, BCP IV beneficially owned 100 shares of the surviving company.
- F5Pursuant to the Merger Agreement, at the expiration of the Offer, BCP IV transferred its interest in the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock it owned to Acquisition Sub. At the effective time of the Merger, all of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock held by Acquisition Sub was canceled.
Remarks
Exhibit List: Exhibit 99.1 - Joint Filer Information; Exhibit 99.2 - Joint Filer Signatures