0000931148-14-000096.txt : 20140623 0000931148-14-000096.hdr.sgml : 20140623 20140602162737 ACCESSION NUMBER: 0000931148-14-000096 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140521 FILED AS OF DATE: 20140602 DATE AS OF CHANGE: 20140602 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GRAFTECH INTERNATIONAL LTD CENTRAL INDEX KEY: 0000931148 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 061385548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12900 SNOW ROAD CITY: PARMA STATE: OH ZIP: 44130 BUSINESS PHONE: 2166762000 MAIL ADDRESS: STREET 1: 12900 SNOW ROAD CITY: PARMA STATE: OH ZIP: 44130 FORMER COMPANY: FORMER CONFORMED NAME: UCAR INTERNATIONAL INC DATE OF NAME CHANGE: 19941011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Finerman Karen CENTRAL INDEX KEY: 0001608916 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 14884448 MAIL ADDRESS: STREET 1: C/O GRAFTECH INTERNATIONAL STREET 2: 12900 SNOW ROAD CITY: PARMA STATE: OH ZIP: 441430 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2014-05-21 0 0000931148 GRAFTECH INTERNATIONAL LTD GTI 0001608916 Finerman Karen C/O GRAFTECH INTERNATIONAL LTD. 12900 SNOW ROAD PARMA OH 44130 1 0 0 0 Common Stock 22500 D Common Stock 74400 I By Metropolitan Capital Advisors, L.P. Common Stock 35027 I By Metropolitan Capital Advisors International Limited Common Stock 77300 I By Metropolitan Capital Advisors Select Fund, L.P. Common Stock 74780 I By Metropolitan Capital Partners II, L.P. Metropolitan 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. Metropolitan 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. Metropolitan 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. KJ 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. Each 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. John D. Moran, Attorney-in-Fact for Karen Finerman 2014-06-02 EX-24 2 attach_1.htm

POWER OF ATTORNEY

(Beneficial Ownership Reports)



The undersigned hereby:



(i)  constitutes and appoints the Chief Executive Officer, the President,

the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial

Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving,

of GrafTech International Ltd. (the "Company"), and each of them individually,

with full power of substitution and resubstitution (collectively, the "Attorneys-

in-Fact," and, individually, an "Attorney-in-Fact"), to be the undersigned's true

and lawful representative, agent, proxy and attorney-in-fact, for him or her and

in his or her name, place and stead, in any and all capacities, to:



(a) prepare, act on, execute, acknowledge, publish (including website posting)

and deliver to and file with the Securities and Exchange Commission, any and all

national securities exchanges and the Company the following Forms with respect to

securities of the Company, including those which are or may be deemed to be

beneficially owned or held by the undersigned:



(1) Forms ID, 3, 4, 5 and 144 (including any and all amendments thereto) under

the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities

Act of 1933, as amended (the "Securities Act"), and the rules and regulations

thereunder; and



(2) any successor Form or any related document; and



(b) request and obtain from any and all third parties, including brokers, employee

benefit plan administrators and trustees, any and all information with respect to

ownership and holding of and transactions in securities of the Company and to use and

disclose such information, in each case as necessary, appropriate, convenient or

expedient in connection with the foregoing; and



(ii) authorizes any and all such third parties to provide and disclose such information

to any and all of the Attorneys-in-Fact or their agents;



(iii)  grants to any and all of the Attorneys-in-Fact the full right, power and authority

to do any and all such things and all such actions which may be necessary, convenient,

expedient or appropriate in connection with the foregoing, as fully for all intents and

purposes as he or she might or could do or take; and



(iv) approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may

lawfully do or cause to be done by virtue hereof.



The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on

information provided or disclosed orally or in writing by or on behalf of the undersigned

or such third parties without independent verification thereof.



The validity of this Power of Attorney shall not be affected in any manner by reason of

(i) the execution, at any time, of other powers of attorney by the undersigned in favor of

persons other than those named herein or (ii) the death, disability or incompetence of

the undersigned.



This Power of Attorney shall remain in effect as long as the undersigned remains employed

by the Company or its subsidiaries or a director of the Company, unless it is revoked as

described in the next sentence.  This Power of Attorney may be revoked only by written

notice to the Secretary of the Company, delivered personally or by registered mail or

certified mail, return receipt requested.  No such revocation shall be effective as to

any Attorney-in-Fact until such notice of revocation shall have been actually received

and read by him or her.  All third parties may deal with each Attorney-in-Fact as if such

Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake

any investigation as to whether this Power of Attorney has been revoked or otherwise

becomes invalid.



The undersigned acknowledged that it is his or her responsibility to pre-clear with the

General Counsel all proposed transactions in securities of the Company and that this Power

of Attorney does not relieve the undersigned from any responsibility for compliance with

the obligations of the undersigned under the Exchange Act, including the reporting requirements

under Section 16 of the Exchange Act.





IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 15th

day of May, 2014.





Signature:  /s/Karen Finerman



Print Name:  Karen Finerman