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) 09/15/2006 | ||||||||||||||||||||||||||
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 | 51,539 | D(1) | ||||||||
Common Stock | 21,484 | D(2) | ||||||||
Common Stock | 09/15/2006 | J | V | 65 | A | $5.39 | 4,678 | I | By Savings Plan.(3) | |
Common Stock | 09/29/2006 | J | V | 62 | A | $5.58 | 4,741 | I | By Savings Plan.(4) |
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 | (5) | 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) | $39.31 | (6) | 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 | (7) | 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 | (8) | 09/25/2011 | Common Stock | 32,000 | 32,000 | D | ||||||||
Stock options (right to buy) | $6.56 | (9) | 12/31/2008 | Common Stock | 105,000 | 105,000 | D |
Explanation of Responses: |
1. Such shares, granted on May 25, 2005, are subject to a two-year cliff vesting period. |
2. Of such shares, granted on August 31, 2005, under the Company's Long Term Incentive Plan, one-third vested on August 31, 2006. The remaining two-thirds will vest on each of August 31, 2007 and 2008. The shares were reported as acquired on the grant date. |
3. 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. The 65 units reported in this transaction correspond to 62 shares of Common Stock at a price of $5.64 per share. |
4. 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. The 62 units reported in this transaction correspond to 60 shares of Common Stock at a price of $5.84 per share. |
5. Of such options, 992 vested on August 15, 1995 and 1,163 vested on December 8, 1997. |
6. 500 of such options became exercisable on each of May 2, 1996 and August 28, 1997. The remaining 1,000 options vested on February 10, 2005. |
7. 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. |
8. Of such options, 4,000 vested on September 25, 2001 and 28,000 vested on September 25, 2003. |
9. On November 30, 2005, the Company approved, under the terms of the Company's Long Term Incentive Plan, an accelerated vesting date for such options of November 30, 2005. |
Remarks: |
/s/Gary R. Whitaker, Attorney-in-fact for John J. Wetula | 10/03/2006 | |
** 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. |