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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance option (right to buy) | $ 7.6 | 12/08/1997 | 01/25/2007 | Common Stock | 1,746 | 1,746 | D | ||||||||
| Time options (right to buy) | $ 35 | (4) | 02/08/2006 | Common Stock | 8,000 | 8,000 | D | ||||||||
| Time options (right to buy) | $ 39.31 | (5) | 02/10/2007 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Time options (right to buy) | $ 37.6 | 02/10/1998 | 02/10/2007 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Time options (right to buy) | $ 17.06 | (6) | 09/29/2008 | Common Stock | 9,000 | 9,000 | D | ||||||||
| Time options (right to buy) | $ 15.5 | (7) | 12/17/2008 | Common Stock | 36,000 | 36,000 | D | ||||||||
| Time options (right to buy) | $ 22.81 | (8) | 10/01/2009 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Time options (right to buy) | $ 14 | 02/28/2005 | 02/28/2010 | Common Stock | 20,000 | 20,000 | D | ||||||||
| Time options (right to buy) | $ 8.56 | 12/15/2002 | 12/15/2010 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Time options (right to buy) | $ 8.85 | (9) | 09/25/2011 | Common Stock | 57,500 | 57,500 | D | ||||||||
| Stock options (right to buy) | $ 6.56 | (10) | 12/31/2008 | Common Stock | 200,000 | 200,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| NARWOLD KAREN G C/O GRAFTECH INTERNATIONAL LTD. 1521 CONCORD PIKE, SUITE 301 WILMINGTON,, DE 19803 |
VP, Gen. Couns., HR and Sec. | |||
| Karen G. Narwold | 04/04/2005 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents the number of units attributable to the reporting person's participation through Company matching contributions in the Company Stock Fund option of the UCAR Carbon Savings Plan. The 65 units reported in this transaction correspond to 63 shares of Common Stock at a price of $6.60 per share. |
| (2) | Represents the number of units attributable to the reporting person's participation through Company matching contributions in the Company Stock Fund option of the UCAR Carbon Savings Plan. The 76 units reported in this transaction correspond to 73 shares of Common Stock at a price of $5.69 per share. |
| (3) | Represents obligations whose value is based on the Common Stock through a contribution, exempt pursuant to Rule 16b-3(f), under the Company's Compensation Deferral Plan. The reporting person disclaims beneficial ownership of these securities. |
| (4) | 2,000 of such options became exercisable on each of May 2, 1996 and August 28, 1997 and 4,000 of such options became exercisable on February 8, 2004. |
| (5) | 500 of such options became exercisable on May 2, 1996, 500 of such options became exercisable on August 28, 1997 and 1,000 of such options became exercisable on February 10, 2005. |
| (6) | Of such options, 3,000 vested on each of May 21, 1999, July 14, 1999 and September 29, 1999. |
| (7) | Of such options, 12,000 vested on each of May 21, 1999, July 14, 1999 and December 17, 1999. |
| (8) | Of such options, 3,333 vested on October 1, 2000 and 6,667 will vest upon the earlier of (i) October 1, 2006 or (ii) as to 3,333 of such options, the date on which the closing price of the Company's Common Stock has been at least $27.40 per share for 20 consecutive trading days and as to the remaining 3,334 of such options, the date on which the closing price of the Company's Common Stock has been at least $31.90 for 20 consecutive trading days. |
| (9) | Options were granted as part of annual grant. Of such options, 12,500 vested on September 25, 2001 and 45,000 vested on September 25, 2003. |
| (10) | 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. |