Edgar Filing: GRAFTECH INTERNATIONAL LTD

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 ^*

PRETORIUS HERMANUS LAMBERTUS

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
_____ Officer (give title below)	__X__ Other (specify below)
Advanced Graphite & Carbon

(Last)

(First)

(Middle)

12900 SNOW ROAD

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2007

(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								17,836	D ⁽¹⁾
Common Stock								20,000	D ⁽²⁾
Common Stock								1,142	I ⁽³⁾	By Savings Plan.
Common Stock								630	I ⁽⁴⁾	By Compensation Deferral Plan.
Common Stock								12,000	D ⁽⁵⁾
Common Stock	12/26/2007		M		900	A	$ 6.56	900	D
Common Stock	12/26/2007		S		900	D	$ 19	0	D ⁽⁶⁾

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)

$ 17.06

⁽⁷⁾

09/29/2008

Common Stock

57,000

Time options (right to buy)

$ 14

02/28/2005

02/28/2010

Common Stock

10,000

Time options (right to buy)

$ 8.56

12/15/2002

12/15/2010

Common Stock

2,500

Time options (right to buy)

$ 8.85

⁽⁸⁾

09/25/2011

Common Stock

10,000

Time options (right to buy)

$ 6.56

12/26/2007

900

⁽⁹⁾

12/31/2008

Common Stock

900

$ 0

49,100

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PRETORIUS HERMANUS LAMBERTUS 12900 SNOW ROAD PARMA, OH 44130				Advanced Graphite & Carbon

Signatures

/s/Gary R. Whitaker, Attorney-in-Fact for Hermanus L. Pretorius		12/28/2007
^**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)	On August 31, 2005, the Company granted 20,000 restricted shares, valued at the then current market price of $5.94 per share, under the Company's Long Term Incentive Plan, one-third of which vested on August 31, 2006, one-third of which vested on August 31, 2007 and one-third of which will vest on August 31, 2008.
(2)	On October 23, 2006, the Company granted 20,000 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 in the Company Stock Fund option of the UCAR Carbon Savings Plan.
(4)	Represents obligations whose value is based on the Common Stock through a contribution, exempt pursuant to Rule 16b-3(c), under the Company's Compensation Deferral Program. The reporting person disclaims beneficial ownership of these securities.
(5)	On October 4, 2007 the Company granted 12,000 restricted shares under the Company's Management Long Term Incentive Program. One-third of the Restricted Shares shall vest on each of February 27, 2009, February 26, 2010 and February 28, 2011, but only if certain performance targets are met.
(6)	These shares were sold pursuant to a trading plan established under Rule 10b5-1 under the Securities Exchange Act of 1934.
(7)	Of such options, 19,000 vested on each of May 21, 1999, July 14, 1999 and September 29, 1999.
(8)	Such options have vested and were granted as part of an annual grant with vesting dates of September 25, 2001 and September 25, 2003.
(9)	All such options have fully vested.

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