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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/15/2005 |
3. Issuer Name and Ticker or Trading Symbol
GRAFTECH INTERNATIONAL LTD [ GTI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 20,000 | D(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Time options (right to buy) | (2) | 02/08/2006 | Common Stock | 10,000 | $35 | D | |
Time options (right to buy) | (3) | 09/29/2008 | Common Stock | 57,000 | $17.06 | D | |
Time options (right to buy) | 02/28/2005 | 02/28/2010 | Common Stock | 10,000 | $14 | D | |
Time options (right to buy) | 12/15/2002 | 12/15/2010 | Common Stock | 2,500 | $8.56 | D | |
Time options (right to buy) | (4) | 09/25/2011 | Common Stock | 10,000 | $8.85 | D | |
Time options (right to buy) | (5) | 12/31/2008 | Common Stock | 100,000 | $6.56 | D |
Explanation of Responses: |
1. On August 31, 2005, the Company granted 20,000 restricted shares, valued at the then current market price of $5.94 per share, under the Company's Long Term Incentive Plan, of which one-third will vest on August 31 of each of 2006, 2007, and 2008. |
2. Of such options, 2,500 vested on each of May 2, 1996 and August 28, 1997 and 5,000 on February 8, 2004. |
3. Of such options, 19,000 vested on each of May 21, 1999, July 14, 1999 and September 29, 1999. |
4. Such options have vested and were granted as part of an annual grant with vesting dates of September 25, 2001 and September 25, 2003. |
5. Such options will vest on July 31, 2008 or earlier on March 31, 2006 if certain cash flow performance targets are achieved in each of 2003, 2004 and 2005 under the Company's Long Term Incentive Plan. For each year that such targets are achieved, one-third of the options granted will vest on March 31, 2006. If not previously exercised, these options will expire on December 31, 2008. 33,333 of such options will vest on March 31, 2006. |
Remarks: |
/s/Karen G. Narwold, Attorney-in-fact for Hermanus L. Pretorius | 09/26/2005 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |