SEC Form 4 · accession 0000931148-15-000051

GRAFTECH INTERNATIONAL LTD · EAF

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Darrell A Blair

Officer — President Industrial Materials

Period of report

Aug 11, 2015

Accepted (ET)

Aug 13, 2015 · 4:54 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^F1,F2	Aug 11, 2015	F	1,851	$5.05	D	30,549	D
Common Stock^F1,F3	Aug 11, 2015	F	3,084	$5.05	D	50,916	D
Common Stock^F1,F4	Aug 11, 2015	F	122	$5.05	D	3,078	D
Common Stock^F5	Aug 11, 2015	F	309	$5.05	D	5,091	D
Common Stock^F6	Aug 11, 2015	F	191	$5.05	D	6,476	D
Common Stock^F7	Aug 11, 2015	F	857	$5.05	D	14,143	D
Common Stock	holding	—	—		—	5,266	D
Common Stock^F8	holding	—	—		—	1,028	I	By Savings 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)^F9	$16.41	holding	—	—	—	—	Dec 10, 2019	Common Stock	2,200	2,200	D
Stock Options (right to buy)^F9	$19.89	holding	—	—	—	—	Dec 9, 2020	Common Stock	2,000	2,000	D
Stock Options (right to buy)^F9	$13.89	holding	—	—	—	—	Dec 13, 2021	Common Stock	4,800	4,800	D
Stock Options (right to buy)^F10	$9.51	holding	—	—	—	—	Nov 27, 2022	Common Stock	10,000	10,000	D
Stock Options (right to buy)^F10	$11.56	holding	—	—	—	—	Nov 21, 2023	Common Stock	4,300	4,300	D
Stock Options (right to buy)^F10	$4.24	holding	—	—	—	—	Nov 19, 2024	Common Stock	43,200	43,200	D

Explanation of responses

F1Upon 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.
F10All 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.
F2On 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.
F3On 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.
F4On 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.
F5On 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.
F6On 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.
F7On 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.
F8Represents 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.
F9All such options have fully vested and became exercisable.