0000931148-15-000062.txt : 20150818 0000931148-15-000062.hdr.sgml : 20150818 20150818161120 ACCESSION NUMBER: 0000931148-15-000062 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150814 FILED AS OF DATE: 20150818 DATE AS OF CHANGE: 20150818 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: 6100 OAK TREE BOULEVARD STREET 2: SUITE 300 PARK CENTER I CITY: INDEPENDENCE STATE: OH ZIP: 44131 BUSINESS PHONE: 2166762000 MAIL ADDRESS: STREET 1: 6100 OAK TREE BOULEVARD STREET 2: SUITE 300 PARK CENTER I CITY: INDEPENDENCE STATE: OH ZIP: 44131 FORMER COMPANY: FORMER CONFORMED NAME: UCAR INTERNATIONAL INC DATE OF NAME CHANGE: 19941011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blair Darrell A CENTRAL INDEX KEY: 0001623749 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 151061396 MAIL ADDRESS: STREET 1: C/O GRAFTECH INTERNATIONAL LTD. STREET 2: 12900 SNOW ROAD CITY: PARMA STATE: OH ZIP: 44130 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-08-14 1 0000931148 GRAFTECH INTERNATIONAL LTD GTI 0001623749 Blair Darrell A C/O GRAFTECH INTERNATIONAL LTD. 6100 OAK TREE BLVD., SUITE 300 INDEPENDENCE OH 44131 0 1 0 0 President Industrial Materials Common Stock 2015-08-14 4 U 0 115519 5.05 D 0 D Common Stock 2015-08-14 4 U 0 1028 5.05 D 0 I By Savings Plan Stock Options (right to buy) 16.41 2015-08-17 5 D 0 2200 0 D 2019-12-10 Common Stock 2200 0 D Stock Options (right to buy) 19.89 2015-08-17 5 D 0 2000 0 D 2020-12-09 Common Stock 2000 0 D Stock Options (right to buy) 13.89 2015-08-17 5 D 0 4800 0 D 2021-12-13 Common Stock 4800 0 D Stock Options (right to buy) 9.51 2015-08-17 5 D 0 10000 0 D 2022-11-27 Common Stock 10000 0 D Stock Options (right to buy) 11.56 2015-08-17 5 D 0 4300 0 D 2023-11-21 Common Stock 4300 0 D Stock Options (right to buy) 4.24 2015-08-17 4 D 0 43200 5.05 D 2024-11-19 Common Stock 43200 0 D On 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. Represents the number of shares attributable to the reporting person's participation in the Company Stock Fund option of the GrafTech International Holdings Inc. Savings Plan. All such options have fully vested. Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were canceled. Pursuant to the Merger Agreement, upon completion of the merger, each stock option (whether vested or unvested) held by the reporting person was converted into a cash amount equal to $5.05 per share, less the exercise price and net of applicable tax withholdings. /s/John D. Moran, Attorney-in-Fact for Darrell A. Blair 2015-08-18