SEC Form 4 · accession 0000931148-15-000075

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 · 4:26 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	Aug 14, 2015	U	8,507	$5.05	D	0	D
Common Stock^F1,F2	Aug 14, 2015	U	62,500	$5.05	D	0	I	By Self as Trustee of the Jardini Trust

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options (right to buy)^F4,F3	$10.58	Aug 17, 2015	D	10,000	D	—	Jun 5, 2024	Common Stock	10,000	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 reporting person is the Trustee of the David R. Jardini 2010 Qualified Annuity Trust Agreement (the "Jardini Trust") that beneficially owned 62,500 shares of common stock.
F3All such options have fully vested.
F4Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were canceled.