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*

Wetula, John J.

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

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

President, Advanced Energy Technology             

(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
2/28/2003

(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

 

 

 

 

 

 

 

3,170

D

 

Common Stock

2/14/03

 

J

V

81

A

$3.86

 

I

By Savings Plan.(1)

Common Stock

2/28/03

 

J

V

92

A

$3.40

442

I

By Savings 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

Performance option (right to buy)

 

 

 

 

 

 

 

 (3)

1/25/07

Common Stock

2,155

$7.60

2,155

D

 

Time options (right to buy)

 

 

 

 

 

 

 

8/15/95

1/25/07

Common Stock

8,145

$7.60

8,145

D

 

Time options (right to buy)

 

 

 

 

 

 

 

 (4)

2/09/06

Common Stock

8,000

$35.00

8,000

D

 

Time options (right to buy)

 

 

 

 

 

 

 

 (5)

2/10/07

Common Stock

2,000

$39.31

2,000

D

 

Time options (right to buy)

 

 

 

 

 

 

 

2/10/97

2/10/07

Common Stock

15,000

$37.59

15,000

D

 

Time options (right to buy)

 

 

 

 

 

 

 

 (6)

9/28/08

Common Stock

10,000

$17.06

10,000

D

 

Time options (right to buy)

 

 

 

 

 

 

 

6/30/01

6/30/09

Common Stock

35,000

$25.13

35,000

D

 

Time options (right to buy)

 

 

 

 

 

 

 

2/28/05

2/28/10

Common Stock

20,000

$14.00

20,000

D

 

Time options (right to buy)

 

 

 

 

 

 

 

12/15/02

12/15/10

Common Stock

35,000

$8.56

35,000

D

 

Time options (right to buy)

 

 

 

 

 

 

 

 (7)

9/25/11

Common Stock

32,000

$8.85

32,000

D

 

Explanation of Responses:

(1) 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.
(2) See footnote 1.
(3) Of such options, 992 vested on August 15, 1995 and 1,163 vested on December 8, 1997.
(4) 2,000 of such options became exercisable on each of May 2, 1996 and August 28, 1997. The remaining 4,000 options will vest upon the earlier of (i) when the closing price of the Company's common stock has been at least $50 per share for 20 consecutive trading days or (ii) February 8, 2004.
(5) 500 of such options became exercisable on each of May 2, 1996 and August 28, 1997. The remaining 1,000 options will vest upon the earlier of (i) when the closing price of the Company's common stock has been at least $50 per share for 20 consecutive trading days or (ii) February 10, 2005.
(6) Of such options, 3,333 vested on each of May 21, 1999 and July 14, 1999 and the remaining 3,334 vested on September 29, 1999.
(7) Of such options, 4,000 vested on September 25, 2001 and 28,000 will vest on September 25, 2003.
  By: /s/ Karen G. Narwold
             Karen G. Narwold, Attorney-in-fact for John J. Wetula
**Signature of Reporting Person		 March 4, 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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