| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GRAFTECH INTERNATIONAL LTD [ GTI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 3,170 | D | ||||||||
| Common Stock | 05/14/2004 | J | V | 38 | A | $8.16 | 2,002 | I | By Savings Plan.(1) | |
| Common Stock | 05/28/2004 | J | V | 35 | A | $9.11 | 2,037 | I | By Savings Plan.(1) | |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Performance option (right to buy) | $7.6 | (2) | 01/25/2007 | Common Stock | 2,155 | 2,155 | D | ||||||||
| Time options (right to buy) | $7.6 | 08/15/1995 | 01/25/2007 | Common Stock | 8,145 | 8,145 | D | ||||||||
| Time options (right to buy) | $35 | (3) | 02/09/2006 | Common Stock | 8,000 | 8,000 | D | ||||||||
| Time options (right to buy) | $39.31 | (4) | 02/10/2007 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Time options (right to buy) | $37.59 | 02/10/1997 | 02/10/2007 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Time options (right to buy) | $17.06 | (5) | 09/28/2008 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Time options (right to buy) | $25.13 | 06/30/2001 | 06/30/2009 | Common Stock | 35,000 | 35,000 | D | ||||||||
| Time options (right to buy) | $14 | 02/28/2005 | 02/28/2010 | Common Stock | 20,000 | 20,000 | D | ||||||||
| Time options (right to buy) | $8.56 | 12/15/2002 | 12/15/2010 | Common Stock | 35,000 | 35,000 | D | ||||||||
| Time options (right to buy) | $8.85 | (6) | 09/25/2011 | Common Stock | 32,000 | 32,000 | D | ||||||||
| Stock options (right to buy) | $6.56 | (7) | 12/31/2008 | Common Stock | 105,000 | 105,000 | D | ||||||||
| Explanation of Responses: |
| 1. Represents the number of units attributable to the reporting person's participation through Company matching contributions in the Company Stock Fund option of the UCAR Carbon Savings Plan. |
| 2. Of such options, 992 vested on August 15, 1995 and 1,163 vested on December 8, 1997. |
| 3. 2,000 of such options became exercisable on each of May 2, 1996 and August 28, 1997 and 4,000 of such options became exercisable on February 8, 2004. |
| 4. 500 of such options became exercisable on each of May 2, 1996 and August 28, 1997. The remaining 1,000 options will vest upon the earlier of (i) when the closing price of the Company's Common Stock has been at least $50 per share for 20 consecutive trading days or (ii) February 10, 2005. |
| 5. Of such options, 3,333 vested on each of May 21, 1999 and July 14, 1999 and the remaining 3,334 on September 29, 1999. |
| 6. Of such options, 4,000 vested on September 25, 2001 and 28,000 vested on September 25, 2003. |
| 7. Such options will vest on 7/31/08 or earlier on 3/31/06 if certain cash flow performance targets are achieved in each of 2003, 2004 and 2005 under the Company's Long Term Incentive Plan. For each year that such targets are achieved, 1/3 of the options granted will vest on 3/31/06. If not previously exercised, these options will expire on December 31, 2008. |
| Remarks: |
| Karen G. Narwold, Attorney-in-fact for John J. Wetula | 06/02/2004 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||