SEC Form 4 · accession 0000931148-15-000061

GRAFTECH INTERNATIONAL LTD · EAF

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

Reporting owner

Officer — Pres. Engineered Solutions

Period of report

Aug 14, 2015

Accepted (ET)

Aug 18, 2015 · 4:11 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	D/I	Nature of ownership
Common Stock^F1	Aug 14, 2015	U	107,536	$5.05	D	D
Common Stock^F1,F2	Aug 14, 2015	U	11,931	$5.05	D	I	By Savings Plan
Common Stock^F1,F3	Aug 14, 2015	U	10,275	$5.05	D	I	By Compensation Deferral Plan

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options (right to buy)^F5,F4	$16.41	Aug 17, 2015	D	3,300	D	—	Dec 10, 2019	Common Stock	3,300	D
Stock Options (right to buy)^F5,F4	$19.89	Aug 17, 2015	D	2,600	D	—	Dec 9, 2020	Common Stock	2,600	D
Stock Options (right to buy)^F5,F4	$13.89	Aug 17, 2015	D	4,800	D	—	Dec 13, 2021	Common Stock	4,800	D
Stock Options (right to buy)^F5,F4	$15.24	Aug 17, 2015	D	9,200	D	—	Dec 13, 2021	Common Stock	9,200	D
Stock Options (right to buy)^F5,F4	$9.51	Aug 17, 2015	D	13,500	D	—	Nov 27, 2022	Common Stock	13,500	D
Stock Options (right to buy)^F5,F4	$11.56	Aug 17, 2015	D	12,300	D	—	Nov 21, 2023	Common Stock	12,300	D
Stock Options (right to buy)^F6,F4	$4.24	Aug 17, 2015	D	36,000	D	—	Nov 19, 2024	Common Stock	36,000	D

F1On May 17, 2015, Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with BCP IV GrafTech Holdings LP, a Delaware limited partnership ("Parent"), and Athena Acquisition Subsidiary Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub"), pursuant to which, on August 14, 2015, Acquisition Sub accepted all shares tendered and Parent subsequently made a cash payment for all of the outstanding shares of Issuer's common stock that were tendered. The reporting person reports disposition of shares tendered by reporting person pursuant to the terms of the tender offer, which involved a change of control.
F2Represents 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.
F3Represents 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.
F4All such options have fully vested.
F5Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were canceled.
F6Pursuant to the Merger Agreement, upon completion of the merger, each stock option (whether vested or unvested) held by the reporting person was converted, as of the effective time of the merger, into a cash amount equal to $5.05 per share.