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
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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*
PRETORIUS HERMANUS LAMBERTUS

(Last) (First) (Middle)
C/O GRAFTECH INTERNATIONAL LTD.
12900 SNOW ROAD

(Street)
PARMA OH 44130

(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, Pres. Engineered Solutions
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2009
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 04/01/2009 A 22,321 A $0 22,321 D (1)
Common Stock 04/01/2009 S 13,452 D $6.4482 8,869 D (1)
Common Stock 14,659 D (2)
Common Stock 10,243 D (3)
Common Stock 15,000 D (4)
Common Stock 15,672 D
Common Stock 1,875 I By Savings Plan (5)
Common Stock 2,615 I By Compensation Deferral Plan (6)
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
Time options (right to buy) $14 (7) 02/28/2010 Common Stock 10,000 10,000 D
Time options (right to buy) $8.56 (7) 12/15/2010 Common Stock 2,500 2,500 D
Time options (right to buy) $8.85 (7) 09/25/2011 Common Stock 10,000 10,000 D
Explanation of Responses:
1. The reported sale transaction is to report the satisfaction of income taxes. In response to the current economic environment, the Board previously elected to make payment of 50% of the award payable under the Company's 2008 annual incentive plan by granting shares (with a value on March 31, 2009 equal to that amount) under the Company's 2005 Equity Incentive Plan. Represents the number of shares so issued and number of shares sold pursuant to a duly adopted Section 10b5-1 trading plan to pay withholding taxes associated with the incentive plan award, receipt of which were conditioned upon the executive's continued employment as of April 3, 2009. 13,452 of the 22,321 shares were sold pursuant to the Section 10b5-1 trading plan to cover withholding taxes.
2. On October 23, 2006, the Company granted 20,000 restricted shares under the Company's Management Long Term Incentive Program, all of which will cliff vest in February 2010, subject to accelerated vesting if certain performance targets were met. One-third of such shares vested in each February 2008 and 2009. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.
3. On October 4, 2007, the Company granted 12,000 restricted shares under the Company's Management Long Term Incentive Program. One-third of the restricted shares shall vest on each of February 26, 2010 and February 28, 2011, but only if certain performance targets are met. One-third of such shares vested February 27, 2009. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.
4. On December 15, 2008, the Company granted 15,000 performance shares under the Company's Management Long Term Incentive Program, 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.
5. Represents the number of shares attributable to the reporting person's participation in the Company Stock Fund option of the GrafTech International Savings Plan.
6. 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.
7. All such options have fully vested.
Remarks:
/s/John D. Moran, Attorney-in-Fact for Hermanus L. Pretorius 04/03/2009
** Signature of Reporting Person Date
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