4//SEC Filing
GRAFTECH INTERNATIONAL LTD 4
Accession 0000931148-15-000076
$EAFCIK 0000931148operating
Filed
Aug 17, 8:00 PM ET
Accepted
Aug 18, 4:26 PM ET
Size
18.0 KB
Accession
0000931148-15-000076
Insider Transaction Report
Form 4
Finerman Karen
Director
Transactions
- Disposition from Tender
Common Stock
2015-08-14$5.05/sh−74,400$375,720→ 0 total(indirect: By Metropolitan Capital Advisors, L.P.) - Disposition from Tender
Common Stock
2015-08-14$5.05/sh−74,780$377,639→ 0 total(indirect: By Metropolitan Capital Partners II, L.P.) - Disposition to Issuer
Stock Options (right to buy)
2015-08-17−10,000→ 0 totalExercise: $10.58Exp: 2024-06-05→ Common Stock (10,000 underlying) - Disposition from Tender
Common Stock
2015-08-14$5.05/sh−22,500$113,625→ 8,507 total - Disposition to Issuer
Common Stock
2015-08-17$5.05/sh−8,507$42,960→ 0 total - Disposition from Tender
Common Stock
2015-08-14$5.05/sh−35,027$176,886→ 0 total(indirect: By Metropolitan Capital Advisors International Limited) - Disposition from Tender
Common Stock
2015-08-14$5.05/sh−77,300$390,365→ 0 total(indirect: By Metropolitan Capital Advisors Select Fund, L.P.)
Footnotes (9)
- [F1]On May 17, 2015, Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with BCP IV GrafTech Holdings LP, a Delaware limited partnership ("Parent"), and Athena Acquisition Subsidiary Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub"), pursuant to which, on August 14, 2015, Acquisition Sub accepted all shares tendered and Parent subsequently made a cash payment for all of the outstanding shares of Issuer's common stock that were tendered. The reporting person reports disposition of shares tendered by reporting person pursuant to the terms of the tender offer, which involved a change of control.
- [F2]Disposed of pursuant to the Merger Agreement in exchange for the right to receive $5.05 in cash per share.
- [F3]Metropolitan Capital Advisors, Inc. ("MetCap GP") is the General Partner of Metropolitan Capital Partners IV, L.P. ("MCP IV"), which is the General Partner of Metropolitan Advisors, L.P. ("MCA"), which holds 74,400 of the shares reported herein.
- [F4]Metropolitan Capital III, Inc. ("Partners III GP") is the General Partner of Metropolitan Capital Partners III, L.P. ("MCP III"), which is the investment manager of Metropolitan Capital Advisors International Limited ("MCAIL"), which holds 35,027 of the shares reported herein.
- [F5]Metropolitan Capital Select, L.L.C. ("Select GP") is the General Partner of Metropolitan Capital Advisors Select Fund, L.P. ("Select"), which holds 77,300 of the shares reported herein.
- [F6]KJ Advisors, Inc. ("Partners II GP") is the General Partner of Metropolitan Capital Partners II, L.P. ("MCP II"), which is the investment manager of three managed accounts that collectively hold 74,780 of the shares reported herein.
- [F7]Each of MetCap GP, Partners III GP, Select GP, and Partners II GP (colectively, the "MetCap Entities") are controlled by Karen Finerman, either individually or jointly with others, and accordingly, Ms. Finerman makes or shares the power to make investment and voting decisions for the MetCap Entities. Accordingly, Ms. Finerman may be deemed for purposes of Section 16 of the Exchange Act to be an indirect beneficial owner of the shares reported herein. Ms. Finerman expressly disclaims beneficial ownership of all such shares except to the extent of her pecuniary interest therein. This report shall not be deemed an admission that Ms. Finerman is a beneficial owner of the shares reported herein for purposes of Section 16 or for any other purpose.
- [F8]All such options have fully vested.
- [F9]Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were canceled.
Documents
Issuer
GRAFTECH INTERNATIONAL LTD
CIK 0000931148
Entity typeoperating
Related Parties
1- filerCIK 0000931148
Filing Metadata
- Form type
- 4
- Filed
- Aug 17, 8:00 PM ET
- Accepted
- Aug 18, 4:26 PM ET
- Size
- 18.0 KB