SEC Form 4 · accession 0000931148-15-000053

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

Aug 11, 2015

Accepted (ET)

Aug 13, 2015 · 4:55 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	64,770	$5.05	D	71,730	D
Common Stock^F1,F3	Aug 11, 2015	F	80,569	$5.05	D	146,931	D
Common Stock^F1,F4	Aug 11, 2015	F	16,039	$5.05	D	29,024	D
Common Stock^F1,F5	Aug 11, 2015	F	39,621	$5.05	D	43,879	D
Common Stock^F1,F6	Aug 11, 2015	F	3,891	$5.05	D	7,041	D
Common Stock^F1,F7	Aug 11, 2015	F	9,728	$5.05	D	10,772	D
Common Stock^F1,F8	Aug 11, 2015	F	6,327	$5.05	D	24,692	D
Common Stock^F1,F9	Aug 11, 2015	F	2,057	$5.05	D	8,051	D
Common Stock^F1,F10	Aug 11, 2015	F	10,107	$5.05	D	11,193	D
Common Stock	holding	—	—		—	29,886	D
Common Stock^F11	holding	—	—		—	21,176	I	By Savings Plan
Common Stock^F12	holding	—	—		—	10,520	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)^F13	$13.89	holding	—	—	—	—	Dec 10, 2021	Common Stock	15,000	15,000	D
Stock Options (right to buy)^F14	$9.51	holding	—	—	—	—	Nov 27, 2022	Common Stock	16,700	16,700	D
Stock Options (right to buy)^F14	$11.56	holding	—	—	—	—	Nov 21, 2023	Common Stock	16,400	16,400	D
Stock Options (right to buy)^F14	$10.31	holding	—	—	—	—	Jan 29, 2024	Common Stock	66,600	66,600	D
Stock Options (right to buy)^F14	$4.24	holding	—	—	—	—	Nov 19, 2024	Common Stock	182,000	182,000	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.
F10On November 27, 2012, the Company granted 21,300 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. 10,107 of the 21,300 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.
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.
F14All 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 136,500 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. 64,770 of the 136,500 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 227,500 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. 80,569 of the 227,500 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 January 29, 2014, the Company granted 50,700 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. 16,039 of the 33,800 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 January 29, 2014, the Company granted 83,500 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. 39,621 of the 83,500 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 21, 2013, the Company granted 12,300 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. 3,891 of the 8,200 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 21, 2013, the Company granted 20,500 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. 9,728 of the 20,500 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.
F8On March 1, 2013, the Company granted 40,000 restricted shares under the Company's 2005 Equity Incentive Plan, of which would vest in thirds on each of March 1, 2014, 2015 and 2016. Upon the closing of the Investment Agreement, the restricted stock units vested in full. 6,327 of the 13,333 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.
F9On November 27, 2012, the Company granted 13,000 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. 2,057 of the 4,333 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.