Gina K. Gunning - 27 May 2021 Form 4 Insider Report for GRAFTECH INTERNATIONAL LTD (EAF)

Role: CLO & Corporate Secretary
Signature: /s/ Gina K. Gunning
Issuer symbol: EAF
Transactions as of: 27 May 2021
Net transactions value: -$357,176
Form type: 4
Filing time: 01 Jun 2021, 17:40:10 UTC
Next filing: 01 Mar 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EAF	Common Stock	Options Exercise		+33,000	+364%		42,064	27 May 2021	Direct	F1
transaction	EAF	Common Stock	Tax liability	$152,051	-11,554	-27%	$13.16	30,510	27 May 2021	Direct
transaction	EAF	Common Stock	Options Exercise		+21,923	+72%		52,433	27 May 2021	Direct	F1
transaction	EAF	Common Stock	Tax liability	$130,850	-9,943	-19%	$13.16	42,490	27 May 2021	Direct
transaction	EAF	Common Stock	Options Exercise		+12,445	+29%		54,935	27 May 2021	Direct	F1
transaction	EAF	Common Stock	Tax liability	$74,275	-5,644	-10%	$13.16	49,291	27 May 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	EAF	Restricted Stock Units	Options Exercise	$0	-33,000	-100%	$0.000000^*	0	27 May 2021	Common Stock	33,000		Direct	F1, F2
transaction	EAF	Restricted Stock Units	Options Exercise	$0	-21,924	-100%	$0.000000^*	0	27 May 2021	Common Stock	21,924		Direct	F1, F3
transaction	EAF	Restricted Stock Units	Options Exercise	$0	-12,445	-100%	$0.000000^*	0	27 May 2021	Common Stock	12,445		Direct	F1, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Restricted Stock Units (RSUs) convert into shares of EAF common stock on a one-for-one basis.
F2	On March 4, 2021, the reporting person was granted 33,000 RSUs, which also accrue additional RSUs pursuant to dividend equivalent rights based upon the closing price of EAF stock as of the dividend payment date. The RSUs vest in five equal annual installments unless a Change in Control (as defined under the applicable award agreement) occurs, in which case any then-outstanding unvested RSUs immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.
F3	On February 25, 2020, the reporting person was granted 27,000 RSUs, which also accrue additional RSUs pursuant to dividend equivalent rights based upon the closing price of EAF stock as of the dividend payment date. The RSUs vest in five equal annual installments unless a Change in Control (as defined under the applicable award agreement) occurs, in which case any then-outstanding unvested RSUs immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.
F4	On March 21, 2019, the reporting person was granted 20,000 RSUs, which also accrue additional RSUs pursuant to dividend equivalent rights based upon the closing price of EAF stock as of the dividend payment date. The RSUs vest in five equal annual installments unless a Change in Control (as defined under the applicable award agreement) occurs, in which case any then-outstanding unvested RSUs immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.