SEC Form 4 · accession 0000931148-15-000054
GRAFTECH INTERNATIONAL LTD · EAF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John D Moran
Officer — VP, General Counsel, Secretary
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 StockF1,F2 | Aug 11, 2015 | F | 7,884 | $5.05 | D | 16,116 | D | |
| Common StockF1,F3 | Aug 11, 2015 | F | 13,094 | $5.05 | D | 26,906 | D | |
| Common StockF1,F4 | Aug 11, 2015 | F | 2,388 | $5.05 | D | 7,300 | D | |
| Common StockF1,F5 | Aug 11, 2015 | F | 5,979 | $5.05 | D | 12,221 | D | |
| Common StockF1,F6 | Aug 11, 2015 | F | 1,314 | $5.05 | D | 8,018 | D | |
| Common StockF1,F7 | Aug 11, 2015 | F | 6,570 | $5.05 | D | 13,430 | D | |
| Common Stock | holding | — | — | — | 24,428 | D | ||
| Common StockF8 | holding | — | — | — | 24,569 | I | By Savings Plan | |
| Common StockF9 | holding | — | — | — | 23,052 | 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)F10 | $16.41 | holding | — | — | — | — | Dec 11, 2019 | Common Stock | 7,700 | 7,700 | D |
| Stock Options (right to buy)F10 | $19.89 | holding | — | — | — | — | Dec 9, 2020 | Common Stock | 6,800 | 6,800 | D |
| Stock Options (right to buy)F10 | $13.89 | holding | — | — | — | — | Dec 13, 2021 | Common Stock | 16,000 | 16,000 | D |
| Stock Options (right to buy)F11 | $9.51 | holding | — | — | — | — | Nov 27, 2022 | Common Stock | 16,000 | 16,000 | D |
| Stock Options (right to buy)F11 | $11.56 | holding | — | — | — | — | Nov 21, 2023 | Common Stock | 14,500 | 14,500 | D |
| Stock Options (right to buy)F11 | $4.24 | holding | — | — | — | — | Nov 19, 2024 | Common Stock | 32,000 | 32,000 | 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.
- F10All such options have fully vested.
- F11All 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 24,000 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. 7,884 of the 24,000 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.
- F3On November 19, 2014, the Company granted 40,000 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. 13,094 of the 40,000 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 10,900 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. 2,388 of the 7,267 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 18,200 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. 5,979 of the 18,200 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 12,000 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. 1,314 of the 4,000 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 20,000 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. 6,570 of the 20,000 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 units attributable to the reporting person's participation in the Company Stock Fund option of the GrafTech International Holdings Inc. Savings Plan.
- F9Represents obligations whose value is based on 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.