Edgar Filing: BARNARD PETRUS J

Ownership Submission

FORM 4

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BARNARD PETRUS J

2. Issuer Name and Ticker or Trading Symbol
GRAFTECH INTERNATIONAL LTD [GTI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President, Graphite Electrodes

(Last)

(First)

(Middle)

GRAFTECH INTERNATIONAL LTD., 12900 SNOW ROAD

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2007

(Street)

PARMA, OH 44130

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								44,674	D ⁽¹⁾
Common Stock								50,000	D ⁽²⁾
Common Stock	01/12/2007		J	V	92	A	$ 6.67	3,439	I	By Savings Plan ⁽³⁾
Common Stock	01/31/2007		J	V	79	A	$ 7.74	3,518	I	By Savings Plan ⁽⁴⁾
Common Stock	02/15/2007		J	V	79	A	$ 7.79	3,597	I	By Savings Plan ⁽⁵⁾
Common Stock	02/28/2007		J	V	81	A	$ 7.53	3,678	I	By Savings Plan ⁽⁶⁾
Common Stock	03/15/2007		J	V	76	A	$ 8.1	3,754	I	By Savings Plan ⁽⁷⁾
Common Stock	03/30/2007		J	V	70	A	$ 8.65	3,824	I	By Savings Plan ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Time options (right to buy)

$ 5.46

04/01/2007

04/01/2015

Common Stock

100,000

Time options (right to buy)

$ 17.06

⁽⁹⁾

09/29/2008

Common Stock

66,000

Time options (right to buy)

$ 8.56

12/15/2002

12/10/2010

Common Stock

60,000

Time options (right to buy)

$ 6.56

⁽¹⁰⁾

12/31/2008

Common Stock

100,000

Time options (right to buy)

$ 8.85

09/25/2003

09/25/2011

Common Stock

45,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BARNARD PETRUS J GRAFTECH INTERNATIONAL LTD. 12900 SNOW ROAD PARMA, OH 44130			President, Graphite Electrodes

Signatures

/s/Gary R. Whitaker, Attorney-in-Fact for Petrus J. Barnard		04/04/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Such shares are the remaining portion of 50,000 shares granted on August 31, 2005 under the Company's Long Term Incentive Plan, one-third of which vested on August 31, 2006. The remaining two-thirds will vest on each of August 31, 2007 and 2008. 5,326 of the 16,667 shares that vested on August 31, 2006 were sold by the issuer on behalf of the reporting person to pay withholding taxes due upon such vesting. Such shares were sold pursuant to a trading plan established under Rule 10b5-1 under the Securities Exchange Act of 1934.
(2)	On October 23, 2006, the Company granted 50,000 restricted shares under the Company's Management Long Term Incentive Program, all of which will cliff vest in February 2010, subject to accelerated vesting in equal thirds in February of each of 2008, 2009 and 2010, if certain performance targets are met.
(3)	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 92 units reported in this transaction correspond to 88 shares of Common Stock at a price of $7.00 per share.
(4)	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 79 units reported in this transaction correspond to 75 shares of Common Stock at a price of $8.12 per share.
(5)	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 79 units reported in this transaction correspond to 75 shares of Common Stock at a price of $8.18 per share.
(6)	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 81 units reported in this transaction correspond to 78 shares of Common Stock at a price of $7.90 per share.
(7)	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 72 shares of Common Stock at a price of $8.50 per share.
(8)	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 70 units reported in this transaction correspond to 67 shares of Common Stock at a price of $9.08 per share.
(9)	Of such options, 22,000 vested on each of: May 21, 1999, July 14, 1999 and September 29, 1999.
(10)	On November 30, 2005, the Company approved, under the terms of the Company's Long Term Incentive Plan, an accelerated vesting date for such options of November 30, 2005.

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