SEC Form 4 · accession 0000931148-15-000013
GRAFTECH INTERNATIONAL LTD · EAF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joel L. Hawthorne
Officer — CEO & President
Period of report
Mar 1, 2015
Accepted (ET)
Mar 4, 2015 · 5:34 pm EST
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 StockF7 | Mar 1, 2015 | F | 4,496 | $3.90 | D | 31,019 | D | |
| Common StockF1 | holding | — | — | — | 136,500 | D | ||
| Common StockF2 | holding | — | — | — | 227,500 | D | ||
| Common StockF3 | holding | — | — | — | 45,063 | D | ||
| Common StockF4 | holding | — | — | — | 83,500 | D | ||
| Common StockF5 | holding | — | — | — | 10,932 | D | ||
| Common StockF6 | holding | — | — | — | 20,500 | D | ||
| Common StockF8 | holding | — | — | — | 10,108 | D | ||
| Common StockF9 | holding | — | — | — | 21,300 | D | ||
| Common StockF10 | holding | — | — | — | 10,000 | D | ||
| Common Stock | holding | — | — | — | 29,886 | D | ||
| Common StockF11 | holding | — | — | — | 19,606 | I | By Savings Plan | |
| Common StockF12 | holding | — | — | — | 9,405 | I | By Compensation Deferral Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F13 | $16.41 | holding | — | — | — | — | Dec 10, 2019 | Common Stock | 3,500 | 3,500 | D |
| Stock Options (right to buy)F13 | $19.89 | holding | — | — | — | — | Dec 9, 2020 | Common Stock | 4,000 | 4,000 | D |
| Stock Options (right to buy)F14 | $13.89 | holding | — | — | — | — | Dec 10, 2021 | Common Stock | 15,000 | 15,000 | D |
| Stock Options (right to buy)F15 | $9.51 | holding | — | — | — | — | Nov 27, 2022 | Common Stock | 16,700 | 16,700 | D |
| Stock Options (right to buy)F16 | $11.56 | holding | — | — | — | — | Nov 21, 2023 | Common Stock | 16,400 | 16,400 | D |
| Stock Options (right to buy)F17 | $10.31 | holding | — | — | — | — | Jan 29, 2024 | Common Stock | 66,600 | 66,600 | D |
| Stock Options (right to buy)F18 | $4.24 | holding | — | — | — | — | Nov 19, 2024 | Common Stock | 182,000 | 182,000 | D |
Explanation of responses
- F1On November 19, 2014, the Company granted 136,500 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.
- F10On December 13, 2011, the Company granted 10,000 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, 2015. The ultimate number of shares earned is subject to adjustment based on actual peformance.
- F11Represents the number of units attributable to the reporting person's participation in the Company Stock Fund of the GrafTech International Savings Plan.
- F12Represents 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.
- F13All such options have fully vested.
- F14On December 13, 2011, the Company granted 15,000 stock options under the Company's 2005 Equity Incentive Plan. The options vest in equal thirds on December 13 of each of 2012, 2013 and 2014. The vested portions of such options will become exercisable upon vesting.
- F15On November 27, 2012, the Company granted 16,700 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.
- F16On November 21, 2013, the Company granted 16,400 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.
- F17On January 29, 2014, the Company granted 66,600 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.
- F18On November 19, 2014, the Company granted 182,000 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.
- F2On November 19, 2014, the Company granted 227,500 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 30, 2018. The ultimate number of shares earned is subject to adjustment based on actual peformance.
- F3On January 29, 2014, the Company granted 50,700 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.
- F4On January 29, 2014, the Company granted 83,500 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.
- F5On November 21, 2013, the Company granted 12,300 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.
- F6On November 21, 2013, the Company granted 20,500 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.
- F7On March 1, 2013, the Company granted 40,000 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares vested on each of March 1, 2014 and 2015, and one-third will vest on March 1, 2016. 4,496 of the 13,334 shares that vested March 1, 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.
- F8On November 27, 2012, the Company granted 13,000 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.
- F9On November 27, 2012, the Company granted 21,300 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.