Catherine Hedoux-Delgado - Nov 15, 2023 Form 3 Insider Report for GRAFTECH INTERNATIONAL LTD (EAF)

Role
Interim CFO and Treasurer
Signature
/s/ Andrew J. Renacci, by power of attorney
Stock symbol
EAF
Transactions as of
Nov 15, 2023
Transactions value $
$0
Form type
3
Date filed
11/15/2023, 01:41 PM
Next filing
Feb 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding EAF Common Stock 22.7K Nov 15, 2023 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
holding EAF Restricted Stock Units Nov 15, 2023 Common Stock 17.7K Direct F1, F2
holding EAF Restricted Stock Units Nov 15, 2023 Common Stock 18.7K Direct F2, F3
holding EAF Employee Stock Option (right to buy) Nov 15, 2023 Common Stock 33.3K $15.00 Direct F4
holding EAF Employee Stock Option (right to buy) Nov 15, 2023 Common Stock 10K $13.36 Direct F5
holding EAF Employee Stock Option (right to buy) Nov 15, 2023 Common Stock 1K $9.14 Direct F6
holding EAF Employee Stock Option (right to buy) Nov 15, 2023 Common Stock 12K $11.48 Direct F7
holding EAF Employee Stock Option (right to buy) Nov 15, 2023 Common Stock 12.5K $10.08 Direct F8
holding EAF Employee Stock Option (right to buy) Nov 15, 2023 Common Stock 13.5K $5.60 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 25, 2022, the reporting person was granted 21,841 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 if a dividend is declared by the Board of Directors. On August 2, 2023, GrafTech International Ltd.'s Board of Directors elected to suspend the quarterly cash dividend of $0.01 per share. The RSUs vest in five equal annual installments beginning on February 25, 2023.
F2 Each restricted stock unit (RSU) represents a contingent right to receive one share of EAF common stock.
F3 On February 25, 2023, the reporting person was granted 18,598 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 if a dividend is declared by the Board of Directors. On August 2, 2023, GrafTech International Ltd.'s Board of Directors elected to suspend the quarterly cash dividend of $0.01 per share. The RSUs vest in three equal annual installments beginning on February 25, 2024.
F4 On April 19, 2018, the reporting person was granted 33,340 employee stock options. The employee stock options 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 employee stock options immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.
F5 On March 21, 2019, the reporting person was granted 10,000 employee stock options. The employee stock options 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 employee stock options immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.
F6 On December 16, 2020, the reporting person was granted 1,000 employee stock options. The employee stock options 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 employee stock options immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.
F7 On March 4, 2021, the reporting person was granted 12,000 employee stock options. The employee stock options 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 employee stock options immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.
F8 On February 25, 2022, the reporting person was granted 12,480 employee stock options. The employee stock options vest in five equal annual installments beginning on February 25, 2023.
F9 On February 25, 2023, the reporting person was granted 13,493 employee stock options. The employee stock options vest in three equal annual installments beginning on February 25, 2024.

Remarks:

Exhibit 24 - Power of Attorney