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Filing Details

Accession Number:: 0000899243-15-003375
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-08-18 14:34:30
Reporting Period:: 2015-08-14

Filing Date:: 2015-08-18
Accepted Time:: 2015-08-18 14:34:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
931148	Graftech International Ltd	GTI	Electrical Industrial Apparatus (3620)	061385548

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1642338	L.p. Holdings Graftech Iv Bcp	Brookfield Place, Suite 300, 181 Bay Street Toronto A6 M5J 2T3		No	No	Yes	No
1642982	Athena Acquisition Subsidiary Inc.	2711 Centerville Road, Suite 400 Wilmington DE 19808		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Acquisiton	2015-08-14	116,266,327	$5.05	116,266,327	No	4	P	Indirect	See Footnote
Common Stock, Par Value $0.01 Per Share	Acquisiton	2015-08-17	23,602,391	$5.05	139,868,778	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Footnotes

Shares of Common Stock, par value $0.01 per share (the "Shares"), of the Issuer acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of May 17, 2015 (the "Merger Agreement"), by and among BCP IV GrafTech Holdings LP ("BCP IV"), Athena Acquisition Subsidiary Inc., a direct wholly owned subsidiary of BCP IV ("Acquisition Sub"), and the Issuer (such tender offer, the "Offer").
Directly held by Acquisition Sub. Acquisition Sub is a direct wholly owned subsidiary of BCP IV. BCP IV may be deemed to have indirect beneficial ownership of the shares held by Acquisition Sub.
Reflects all of the outstanding shares of the Issuer not tendered in the Offer, which may be deemed to have been acquired by BCP IV and Acquisition Sub pursuant to the consummation of the transactions contemplated by the Merger Agreement.
Acquisition Sub was merged with and into the Issuer, with the Issuer surviving the Merger as a direct wholly owned subsidiary of BCP IV pursuant to a "back-end merger" under Delaware law (the "Merger"). At the effective time of the Merger, all of the Issuer's common stock held by BCP IV and Acquisition Sub was canceled. At the effective time of the Merger, each share of Acquisition Sub was converted into a share of the surviving company's stock, such that following the Merger, BCP IV beneficially owned 100 shares of the surviving company.
Pursuant to the Merger Agreement, at the expiration of the Offer, BCP IV transferred its interest in the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock it owned to Acquisition Sub. At the effective time of the Merger, all of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock held by Acquisition Sub was canceled.