SEC Form 4 · accession 0000931148-15-000073

GRAFTECH INTERNATIONAL LTD · EAF

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

Reporting owner

Director

Period of report

Aug 14, 2015

Accepted (ET)

Aug 18, 2015 · 4:24 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 14, 2015	U	42,862	$5.05	D	35,206	D
Common Stock^F3	Aug 17, 2015	D	35,206	$5.05	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options (right to buy)^F5,F4	$9.52	Aug 17, 2015	D	5,000	D	—	May 19, 2019	Common Stock	5,000	0	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.
F2The holdings are net of shares canceled as a result of a proration of the directors' January 2014 grant.
F3Disposed of pursuant to the Merger Agreement in exchange for the right to receive $5.05 in cash per share.
F4All such options have fully vested and became exercisable.
F5Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were canceled.