Sec Form 4 Filing - Hawthorne Joel L. @ GRAFTECH INTERNATIONAL LTD - 2013-11-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hawthorne Joel L.
2. Issuer Name and Ticker or Trading Symbol
GRAFTECH INTERNATIONAL LTD [ GTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, Pres. Engineered Solutions
(Last) (First) (Middle)
C/O GRAFTECH INTERNATIONAL LTD., 12900 SNOW ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/05/2013
(Street)
PARMA, OH44130
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
D
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 40,000 D ( 1 )
Common Stock 13,000 D ( 2 )
Common Stock 21,300 D ( 3 )
Common Stock 6,688 D ( 4 )
Common Stock 10,000 D ( 5 )
Common Stock 1,566 D ( 6 )
Common Stock 2,700 D ( 7 )
Common Stock 11/05/2013 S 3,000 $ 10.94 26,523 D
Common Stock 11/06/2013 S 3,000 D $ 11.28 23,523 D ( 8 )
Common Stock 18,408 I By Savings Plan ( 9 )
Common Stock 5,183 I By Compensation Deferral Plan ( 10 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) $ 16.41 ( 11 ) 12/10/2019 Common Stock 3,500 3,500 D
Stock Options (right to buy) $ 19.89 ( 12 ) 12/10/2020 Common Stock 4,000 4,000 D
Stock Options (right to buy) $ 13.89 ( 13 ) 12/10/2021 Common Stock 15,000 15,000 D
Stock Options (right to buy) $ 9.51 ( 14 ) 11/27/2022 Common Stock 16,700 16,700 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hawthorne Joel L.
C/O GRAFTECH INTERNATIONAL LTD.
12900 SNOW ROAD
PARMA, OH44130
VP, Pres. Engineered Solutions
Signatures
/s/John D. Moran, Attorney-in-Fact for Joel L. Hawthorne 11/06/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 1, 2013, the Company granted 40,000 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares will vest on each of March 1, 2014, 2015 and 2016.
( 2 )On November 27, 2012, the Company granted 13,000 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares will vest on each of November 27, 2013, 2014, and 2015.
( 3 )On November 27, 2012, the Company granted 21,300 performance shares under the Company's 2005 Equity Incentive Plan, which represent the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets vest on March 31, 2016. The ultimate number of shares earned is subject to adjustment based on actual peformance.
( 4 )On December 13, 2011, the Company granted 7,500 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares vested on December 13, 2012, and one-third will vest on each of December 13, 2013 and 2014. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.
( 5 )On December 13, 2011, the Company granted 10,000 performance shares under the Company's 2005 Equity Incentive Plan, which represent the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets vest on March 31, 2015. The ultimate number of shares earned is subject to adjustment based on actual peformance.
( 6 )On December 9, 2010, the Company granted 2,000 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares vested on each of December 9, 2011 and 2012, and one-third will vest on December 9, 2013. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.
( 7 )On December 9, 2010, the Company granted 2,700 performance shares under the Company's 2005 Equity Incentive Plan, which represent the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets vest on March 29, 2014. The ultimate number of shares earned is subject to adjustment based on actual peformance.
( 8 )On November 5, 2013 and November 6, 2013, the Reporting Person sold a combined total of 6,000 shares of GrafTech Common Stock, a small percentage of his GrafTech stock holdings. The principal purpose of the sale included funding family member college tuition and related expenses.
( 9 )Represents the number of shares attributable to the reporting person's participation in the Company Stock Fund of the GrafTech International Savings Plan.
( 10 )Represents 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.
( 11 )All such options have fully vested.
( 12 )On December 9, 2010, the Company granted 4,000 stock options under the Company's 2005 Equity Incentive Plan. The options vest in equal thirds on December 9 of each of 2011, 2012 and 2013. The vested portions of such options will become exercisable upon vesting.
( 13 )On December 13, 2011, the Company granted 15,000 stock options under the Company's 2005 Equity Incentive Plan. The options vest in equal thirds on December 13 of each of 2012, 2013 and 2014. The vested portions of such options will become exercisable upon vesting.
( 14 )On November 27, 2012, the Company granted 16,700 stock options under the Company's 2005 Equity Incentive Plan. The options vest in equal thirds on November 27 of each of 2013, 2014 and 2015. The vested portions of such options will become exercisable upon vesting.

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