SEC FORM 4

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^*

MORAN JOHN D

(Last)

(First)

(Middle)

C/O GRAFTECH INTERNATIONAL LTD.

12900 SNOW ROAD

(Street)

PARMA

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, General Counsel, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								12,000	D⁽¹⁾
Common Stock								20,000	D⁽²⁾
Common Stock								7,134	D⁽³⁾
Common Stock								10,700	D⁽⁴⁾
Common Stock								3,850	D⁽⁵⁾
Common Stock								2,664	D⁽⁶⁾
Common Stock								4,500	D⁽⁷⁾
Common Stock	03/29/2013		F		2,610	D	$7.68	4,950	D⁽⁸⁾
Common Stock								8,651	D
Common Stock								15,944	I	By Savings Plan⁽⁹⁾
Common Stock								20,590	I	By Compensation Deferral Plan⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$16.41							⁽¹¹⁾	12/11/2019	Common Stock	7,700		7,700	D
Stock Options (right to buy)	$19.89							⁽¹²⁾	12/09/2020	Common Stock	6,800		6,800	D
Stock Options (right to buy)	$13.89							⁽¹³⁾	12/13/2021	Common Stock	16,000		16,000	D
Stock Options (right to buy)	$9.51							⁽¹⁴⁾	11/27/2022	Common Stock	16,000		16,000	D

Explanation of Responses:

1. On November 27, 2012, the Company granted 12,000 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares will vest on each of November 27, 2013, 2014, and 2015.

2. On November 27, 2012, the Company granted 20,000 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, 2016. The ultimate number of shares earned is subject to adjustment based on actual peformance.

3. On December 13, 2011, the Company granted 8,000 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares vested on December 13, 2012, and one-third will vest on each of December 13, 2013 and 2014. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.

4. On December 13, 2011, the Company granted 10,700 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.

5. On February 18, 2011, the Company granted 5,141 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares vested on each of February 18, 2012 and 2013, and one-third will vest on February 18, 2014. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.

6. On December 9, 2010, the Company granted 3,400 restricted shares under the Company's Management Long Term Incentive Program. One-third of the restricted shares vested on each of December 9, 2011 and 2012, and one-third will vest on December 9, 2013. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.

7. On December 9, 2010, the Company granted 4,500 performance shares under the Company's Management Long Term Incentive Program, 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, 2014. The ultimate number of shares earned is subject to adjustment based on actual peformance.

8. 2,610 shares were withheld to cover withholding taxes due on vesting of performance shares. 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 achievement of performance measures over a 3-year performance period. Shares earned upon the attainment of the applicable performance targets vested on March 29, 2013, and were subject to adjustment based on actual peformance. Including an upward adjustment of 2,160 shares as a result of actual performance achieved, 7,560 earned shares vested on March 29, 2013. From the earned shares that vested, 2,610 shares were withheld to cover withholding taxes. The amount of securities owned in this line represent the actual number of shares earned and vested (7,560) less the number of shares withheld to cover withholding taxes (2,610).

9. 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.

10. 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.

11. All such options have fully vested.

12. On December 9, 2010, the Company granted 6,800 stock options under the Company's Management Long Term Incentive Program. 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.

13. On December 13, 2011, the Company granted 16,000 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.

14. On November 27, 2012, the Company granted 16,000 stock options under the Company's 2005 Equity Incentive Plan. The options vest in equal thirds on November 27 of each of 2013, 2014 and 2015. The vested portions of such options will become exercisable upon vesting.

Remarks:

	John D. Moran	04/02/2013
	** Signature of Reporting Person	Date
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