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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Finerman Karen 		2. Issuer Name and Ticker or Trading Symbol

GRAFTECH INTERNATIONAL LTD [ GTI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O GRAFTECH INTERNATIONAL LTD., 6100 OAK TREE BLVD., SUITE 300 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/14/2015
(Street)

INDEPENDENCE, OH 44131
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/14/2015     U    22500   D $5.05   (1) 8507   D  
 
Common Stock   8/17/2015     D    8507   D $5.05   (2) 0   D  
 
Common Stock   8/14/2015     U    74400   D $5.05   (1) 0   I   (3) (7) By Metropolitan Capital Advisors, L.P.  
Common Stock   8/14/2015     U    35027   D $5.05   (1) 0   I   (4) (7) By Metropolitan Capital Advisors International Limited  
Common Stock   8/14/2015     U    77300   D $5.05   (1) 0   I   (5) (7) By Metropolitan Capital Advisors Select Fund, L.P.  
Common Stock   8/14/2015     U    74780   D $5.05   (1) 0   I   (6) (7) By Metropolitan Capital Partners II, L.P.  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Options (right to buy)   $10.58   8/17/2015     D     V    10000      (8) 6/5/2024   Common Stock   10000   $0   (9) 0   D  
 

Explanation of Responses:
( 1)  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.
( 2)  Disposed of pursuant to the Merger Agreement in exchange for the right to receive $5.05 in cash per share.
( 3)  Metropolitan Capital Advisors, Inc. ("MetCap GP") is the General Partner of Metropolitan Capital Partners IV, L.P. ("MCP IV"), which is the General Partner of Metropolitan Advisors, L.P. ("MCA"), which holds 74,400 of the shares reported herein.
( 4)  Metropolitan Capital III, Inc. ("Partners III GP") is the General Partner of Metropolitan Capital Partners III, L.P. ("MCP III"), which is the investment manager of Metropolitan Capital Advisors International Limited ("MCAIL"), which holds 35,027 of the shares reported herein.
( 5)  Metropolitan Capital Select, L.L.C. ("Select GP") is the General Partner of Metropolitan Capital Advisors Select Fund, L.P. ("Select"), which holds 77,300 of the shares reported herein.
( 6)  KJ Advisors, Inc. ("Partners II GP") is the General Partner of Metropolitan Capital Partners II, L.P. ("MCP II"), which is the investment manager of three managed accounts that collectively hold 74,780 of the shares reported herein.
( 7)  Each of MetCap GP, Partners III GP, Select GP, and Partners II GP (colectively, the "MetCap Entities") are controlled by Karen Finerman, either individually or jointly with others, and accordingly, Ms. Finerman makes or shares the power to make investment and voting decisions for the MetCap Entities. Accordingly, Ms. Finerman may be deemed for purposes of Section 16 of the Exchange Act to be an indirect beneficial owner of the shares reported herein. Ms. Finerman expressly disclaims beneficial ownership of all such shares except to the extent of her pecuniary interest therein. This report shall not be deemed an admission that Ms. Finerman is a beneficial owner of the shares reported herein for purposes of Section 16 or for any other purpose.
( 8)  All such options have fully vested.
( 9)  Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were canceled.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Finerman Karen
C/O GRAFTECH INTERNATIONAL LTD.
6100 OAK TREE BLVD., SUITE 300
INDEPENDENCE, OH 44131 		X



Signatures
/s/John D. Moran, Attorney-in-Fact for Karen Finerman 8/18/2015
** 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 4(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).
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