SEC Form 4 · accession 0000931148-15-000081
GRAFTECH INTERNATIONAL LTD · EAF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nathan Milikowsky
Director
Period of report
Aug 14, 2015
Accepted (ET)
Aug 18, 2015 · 6:04 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 14, 2015 | U | 6,358,868 | $5.05 | D | 0 | D | |
| Common StockF1,F2 | Aug 14, 2015 | U | 147,360 | $5.05 | D | 0 | I | By The Rebecca and Nathan Milikowsky Family Foundation |
| Common StockF1,F2,F3 | Aug 14, 2015 | U | 760,760 | $5.05 | D | 0 | I | By Rebecca Milikowsky |
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)F5,F4 | $10.58 | Aug 17, 2015 | D | 10,000 | D | — | Jun 5, 2024 | Common Stock | 10,000 | 0 | D |
| Stock Options (right to buy)F5,F4 | $19.89 | Aug 17, 2015 | D | 5,000 | D | — | May 14, 2017 | Common Stock | 5,000 | 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.
- F2There were non-reportable transfers since the reporting person's last Form 4 filing.
- F3The reporting person disclaims beneficial ownership of such shares, in which his spouse has sole pecuniary interest.
- F4All such options have fully vested.
- F5Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were canceled.