Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Shular, Craig S.

2. Issuer Name and Ticker or Trading Symbol
GrafTech International Ltd. (GTI)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Chief Executive Officer and President             

(Last)      (First)     (Middle)

c/o GrafTech International Ltd.
1521 Concord Pike, Suite 301

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
02/25/2003

(Street)

Wilmington, DE 19803

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. 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. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

 

 

 

 

 

19,310

D

 

Common Stock

02/25/03

 

J

V

10,793

A

$2.90

13,774

I

By Savings Plan. (1)

Common Stock

 

 

 

 

 

 

 

12,825

I

By Compensation Deferral Plan.(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Common Stock

$17.3125

 

 

 

 

 

 

 (3)

9/29/08

Common Stock

150,000

 

150,000

D

 

Common Stock

$14.00

 

 

 

 

 

 

2/28/05

2/28/10

Common Stock

30,000

 

30,000

D

 

Common Stock

$8.56

 

 

 

 

 

 

12/15/02

12/15/10

Common Stock

100,000

 

100,000

D

 

Common Stock

$8.85

 

 

 

 

 

 

 (4)

9/25/11

Common Stock

87,000

 

87,000

D

 

Explanation of Responses:

(1) Represents the number of units attributable to the reporting person's participation through automatic payroll deductions in the Company Stock Fund option of the UCAR Carbon Savings Plan. The reported transaction was a voluntary contribution, exempt under Rule 16b-3(c), by the reporting person.
(2) Represents obligations attributable to the reporting person's participation whose value is based on the Common Stock under the Company's Compensation Deferral Program. The reporting person disclaims beneficial ownership of these securities.
(3) Of such options, 50,000 vested on each of May 21, 1999, July 14, 1999 and September 29, 1999.
(4) Options were granted as part of an annual grant. Of such options, 15,000 vested on September 25, 2001 and 72,000 will vest on September 25, 2003.

  By: /s/ Karen G. Narwold
             Karen G. Narwold, Attorney-in-fact for Craig S. Shular
**Signature of Reporting Person		 February 27, 2003
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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