SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hedoux-Delgado Catherine

(Last)

(First)

(Middle)

982 KEYNOTE CIRCLE

(Street)

BROOKLYN HEIGHTS

44131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2023

3. Issuer Name and Ticker or Trading Symbol
GRAFTECH INTERNATIONAL LTD [ EAF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim CFO and Treasurer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	22,712	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	17,664.6067	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	18,673.2442	⁽²⁾	D
Employee Stock Option (right to buy)	05/27/2021⁽⁴⁾	04/19/2028	Common Stock	33,340	$15	D
Employee Stock Option (right to buy)	05/27/2021⁽⁵⁾	03/21/2029	Common Stock	10,000	$13.36	D
Employee Stock Option (right to buy)	05/27/2021⁽⁶⁾	12/16/2030	Common Stock	1,000	$9.14	D
Employee Stock Option (right to buy)	05/27/2021⁽⁷⁾	03/04/2031	Common Stock	12,000	$11.48	D
Employee Stock Option (right to buy)	⁽⁸⁾	02/25/2032	Common Stock	12,480	$10.08	D
Employee Stock Option (right to buy)	⁽⁹⁾	02/25/2033	Common Stock	13,493	$5.6	D

Explanation of Responses:

1. On February 25, 2022, the reporting person was granted 21,841 RSUs, which also accrue additional RSUs pursuant to dividend equivalent rights based upon the closing price of EAF stock as of the dividend payment date if a dividend is declared by the Board of Directors. On August 2, 2023, GrafTech International Ltd.'s Board of Directors elected to suspend the quarterly cash dividend of $0.01 per share. The RSUs vest in five equal annual installments beginning on February 25, 2023.

2. Each restricted stock unit (RSU) represents a contingent right to receive one share of EAF common stock.

3. On February 25, 2023, the reporting person was granted 18,598 RSUs, which also accrue additional RSUs pursuant to dividend equivalent rights based upon the closing price of EAF stock as of the dividend payment date if a dividend is declared by the Board of Directors. On August 2, 2023, GrafTech International Ltd.'s Board of Directors elected to suspend the quarterly cash dividend of $0.01 per share. The RSUs vest in three equal annual installments beginning on February 25, 2024.

4. On April 19, 2018, the reporting person was granted 33,340 employee stock options. The employee stock options vest in five equal annual installments unless a Change in Control (as defined under the applicable award agreement) occurs, in which case any then-outstanding unvested employee stock options immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.

5. On March 21, 2019, the reporting person was granted 10,000 employee stock options. The employee stock options vest in five equal annual installments unless a Change in Control (as defined under the applicable award agreement) occurs, in which case any then-outstanding unvested employee stock options immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.

6. On December 16, 2020, the reporting person was granted 1,000 employee stock options. The employee stock options vest in five equal annual installments unless a Change in Control (as defined under the applicable award agreement) occurs, in which case any then-outstanding unvested employee stock options immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.

7. On March 4, 2021, the reporting person was granted 12,000 employee stock options. The employee stock options vest in five equal annual installments unless a Change in Control (as defined under the applicable award agreement) occurs, in which case any then-outstanding unvested employee stock options immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.

8. On February 25, 2022, the reporting person was granted 12,480 employee stock options. The employee stock options vest in five equal annual installments beginning on February 25, 2023.

9. On February 25, 2023, the reporting person was granted 13,493 employee stock options. The employee stock options vest in three equal annual installments beginning on February 25, 2024.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Andrew J. Renacci, by power of attorney	11/15/2023
	** 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 5 (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.
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