SEC Form 4 · accession 0000931148-15-000076

GRAFTECH INTERNATIONAL LTD · EAF

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

Reporting owner

Karen Finerman

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	22,500	$5.05	D	8,507	D
Common Stock^F2	Aug 17, 2015	D	8,507	$5.05	D	0	D
Common Stock^F1,F3,F7	Aug 14, 2015	U	74,400	$5.05	D	0	I	By Metropolitan Capital Advisors, L.P.
Common Stock^F1,F4,F7	Aug 14, 2015	U	35,027	$5.05	D	0	I	By Metropolitan Capital Advisors International Limited
Common Stock^F1,F5,F7	Aug 14, 2015	U	77,300	$5.05	D	0	I	By Metropolitan Capital Advisors Select Fund, L.P.
Common Stock^F1,F6,F7	Aug 14, 2015	U	74,780	$5.05	D	0	I	By Metropolitan Capital Partners II, L.P.

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)^F9,F8	$10.58	Aug 17, 2015	D	10,000	D	—	Jun 5, 2024	Common Stock	10,000	0	D

Explanation of responses

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.
F2Disposed of pursuant to the Merger Agreement in exchange for the right to receive $5.05 in cash per share.
F3Metropolitan Capital Advisors, Inc. ("MetCap GP") is the General Partner of Metropolitan Capital Partners IV, L.P. ("MCP IV"), which is the General Partner of Metropolitan Advisors, L.P. ("MCA"), which holds 74,400 of the shares reported herein.
F4Metropolitan Capital III, Inc. ("Partners III GP") is the General Partner of Metropolitan Capital Partners III, L.P. ("MCP III"), which is the investment manager of Metropolitan Capital Advisors International Limited ("MCAIL"), which holds 35,027 of the shares reported herein.
F5Metropolitan Capital Select, L.L.C. ("Select GP") is the General Partner of Metropolitan Capital Advisors Select Fund, L.P. ("Select"), which holds 77,300 of the shares reported herein.
F6KJ Advisors, Inc. ("Partners II GP") is the General Partner of Metropolitan Capital Partners II, L.P. ("MCP II"), which is the investment manager of three managed accounts that collectively hold 74,780 of the shares reported herein.
F7Each of MetCap GP, Partners III GP, Select GP, and Partners II GP (colectively, the "MetCap Entities") are controlled by Karen Finerman, either individually or jointly with others, and accordingly, Ms. Finerman makes or shares the power to make investment and voting decisions for the MetCap Entities. Accordingly, Ms. Finerman may be deemed for purposes of Section 16 of the Exchange Act to be an indirect beneficial owner of the shares reported herein. Ms. Finerman expressly disclaims beneficial ownership of all such shares except to the extent of her pecuniary interest therein. This report shall not be deemed an admission that Ms. Finerman is a beneficial owner of the shares reported herein for purposes of Section 16 or for any other purpose.
F8All such options have fully vested.
F9Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were canceled.