Sec Form 4 Filing - PRETORIUS HERMANUS LAMBERTUS @ GRAFTECH INTERNATIONAL LTD - 2011-12-09

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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
PRETORIUS HERMANUS LAMBERTUS
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)
Vice President
(Last) (First) (Middle)
C/O GRAFTECH INTERNATIONAL LTD., 12900 SNOW ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/09/2011
(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)
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 12/13/2011 A 7,000 A $ 0 7,000 D ( 1 )
Common Stock 12/13/2011 A 9,300 A $ 0 9,300 D ( 2 )
Common Stock 12/09/2011 F 368 D $ 14.76 3,032 D ( 3 )
Common Stock 4,500 D ( 4 )
Common Stock 12/10/2011 F 422 D $ 14.76 3,056 D ( 5 )
Common Stock 5,400 D ( 6 )
Common Stock 15,000 D ( 7 )
Common Stock 44,235 D
Common Stock 4,643 I By Savings Plan ( 8 )
Common Stock 5,153 I By Compensation Deferral Plan ( 9 )
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 ( 10 ) 12/10/2019 Common Stock 7,700 7,700 D
Stock Options (right to buy) $ 19.89 ( 11 ) 12/09/2020 Common Stock 6,800 6,800 D
Stock Options (right to buy) $ 13.89 12/13/2011 A 14,000 ( 12 ) 12/13/2021 Common Stock 14,000 $ 0 14,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PRETORIUS HERMANUS LAMBERTUS
C/O GRAFTECH INTERNATIONAL LTD.
12900 SNOW ROAD
PARMA, OH44130
Vice President
Signatures
/s/John D. Moran, Attorney-in-Fact for Hermanus L. Pretorius 12/13/2011
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 13, 2011, the Company granted 7,000 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares will vest on each of December 13, 2012, 2013, and 2014.
( 2 )On December 13, 2011, the Company granted 9,300 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, 2015. The ultimate number of shares earned is subject to adjustment based on actual peformance.
( 3 )On December 9, 2010, the Company granted 3,400 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares vested on December 9, 2011, and one-third will best on each of December 9, 2012 and 2013. 368 of the 1,134 shares that vested were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.
( 4 )On December 9, 2010, the Company granted 4,500 performance shares under the Company's 2005 Equity Incentive Plan, which represent the right to receive shares contingent upon the acheivement 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 performance.
( 5 )On December 10, 2009, the Company granted 3,900 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares vested on each of December 10, 2010 and 2011, and one-third will vest on December 10, 2012. 422 of the 1,300 shares that vested were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.
( 6 )On December 10, 2009, the Company granted 5,400 performance shares under the Company's 2005 Equity Incentive Plan, which represent the right to receive shares contingent upon the acheivement 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, 2013. The ultimate number of shares earned is subject to adjustment based on actual performance.
( 7 )On December 15, 2008, the Company granted 15,000 performance shares under the Company's 2005 Equity Incentive Plan, which represent the right to receive shares contingent upon the achievement of one or more performance measures. Shares that are earned upon the attainment of applicable performance targets shall vest on February 29, 2012. The ultimate number of shares is subject to adjustment based on actual peformance.
( 8 ) Represents the number of shares attributable to the reporting person's participation in the Company Stock Fund option of the GrafTech International Savings Plan.
( 9 )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.
( 10 )On December 10, 2009, the Company granted 7,700 stock options under the Company's 2005 Equity Incentive Plan. The options vest in equal thirds on December 10 of each of 2010, 2011 and 2012. The vested portions of such options will become exercisable upon vesting.
( 11 )On December 9, 2010, the Company granted 6,800 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.
( 12 )On December 13, 2011, the Company granted 14,000 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.

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