Statement of Changes in Beneficial Ownership (4)
August 18 2015 - 4:13PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
MORAN JOHN D
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2. Issuer Name
and
Ticker or Trading Symbol
GRAFTECH INTERNATIONAL LTD
[
GTI
]
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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
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(Last)
(First)
(Middle)
C/O GRAFTECH INTERNATIONAL LTD., 6100 OAK TREE BLVD., SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/14/2015
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(Street)
INDEPENDENCE, OH 44131
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/14/2015
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U
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108419
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D
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$5.05
(1)
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0
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D
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Common Stock
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8/14/2015
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U
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24569
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D
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$5.05
(1)
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0
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I
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By Savings Plan
(2)
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Common Stock
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8/14/2015
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U
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23052
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D
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$5.05
(1)
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0
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I
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By Compensation Deferral Plan
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (right to buy)
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$16.41
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8/17/2015
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D
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V
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7700
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(4)
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12/11/2019
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Common Stock
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7700
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$0
(5)
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0
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D
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Stock Options (right to buy)
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$19.89
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8/17/2015
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D
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V
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6800
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(4)
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12/9/2020
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Common Stock
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6800
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$0
(5)
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0
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D
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Stock Options (right to buy)
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$13.89
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8/17/2015
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D
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V
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16000
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(4)
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12/13/2021
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Common Stock
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16000
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$0
(5)
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0
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D
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Stock Options (right to buy)
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$9.51
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8/17/2015
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D
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V
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16000
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(4)
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11/27/2022
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Common Stock
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16000
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$0
(5)
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0
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D
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Stock Options (right to buy)
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$11.56
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8/17/2015
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D
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V
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14500
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(4)
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11/21/2023
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Common Stock
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14500
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$0
(5)
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0
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D
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Stock Options (right to buy)
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$4.24
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8/17/2015
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D
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32000
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(4)
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11/19/2024
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Common Stock
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32000
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$5.05
(6)
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0
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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(
3)
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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.
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(
4)
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All such options have fully vested.
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(
5)
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Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were canceled.
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(
6)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MORAN JOHN D
C/O GRAFTECH INTERNATIONAL LTD.
6100 OAK TREE BLVD., SUITE 300
INDEPENDENCE, OH 44131
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VP, General Counsel, Secretary
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Signatures
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John D. Moran
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8/18/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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 control number.
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