SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* MORAN JOHN D (Last) (First) (Middle) C/O GRAFTECH INTERNATIONAL LTD. 6100 OAK TREE BLVD., SUITE 300 (Street) INDEPENDENCE OH 44131 (City) (State) (Zip)	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) VP, General Counsel, Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 08/14/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	08/14/2015		U		108,419	D	$5.05(1)	0	D
Common Stock	08/14/2015		U		24,569	D	$5.05(1)	0	I	By Savings Plan(2)
Common Stock	08/14/2015		U		23,052	D	$5.05(1)	0	I	By Compensation Deferral Plan(3)

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 (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
Stock Options (right to buy)	$16.41	08/17/2015		D	V		7,700	(4)	12/11/2019	Common Stock	7,700	$0(5)	0	D
Stock Options (right to buy)	$19.89	08/17/2015		D	V		6,800	(4)	12/09/2020	Common Stock	6,800	$0(5)	0	D
Stock Options (right to buy)	$13.89	08/17/2015		D	V		16,000	(4)	12/13/2021	Common Stock	16,000	$0(5)	0	D
Stock Options (right to buy)	$9.51	08/17/2015		D	V		16,000	(4)	11/27/2022	Common Stock	16,000	$0(5)	0	D
Stock Options (right to buy)	$11.56	08/17/2015		D	V		14,500	(4)	11/21/2023	Common Stock	14,500	$0(5)	0	D
Stock Options (right to buy)	$4.24	08/17/2015		D			32,000	(4)	11/19/2024	Common Stock	32,000	$5.05(6)	0	D

Explanation of Responses:

1. 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.

2. Represents the number of units attributable to the reporting person's participation in the Company Stock Fund option of the GrafTech International Holdings Inc. Savings Plan.

3. Represents obligations whose value is based on 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.

4. All such options have fully vested.

5. Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were canceled.

6. 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.

Remarks:

	John D. Moran	08/18/2015
	** Signature of Reporting Person	Date
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