Sec Form 4 Filing - Widmar Mark R @ GRAFTECH INTERNATIONAL LTD - 2011-03-30

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 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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1. Name and Address of Reporting Person Widmar Mark R 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) VP & CFO (Last) (First) (Middle) C/O GRAFTECH INTERNATIONAL LTD., 12900 SNOW ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/30/2011 (Street) PARMA, OH44130 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 03/30/2011 M 6,000 A $ 16.41 6,000 D Common Stock 03/30/2011 F 5,209 D $ 20.39 791 D ( 1 ) Common Stock 5,791 D ( 2 ) Common Stock 7,600 D ( 3 ) Common Stock 10,000 D ( 4 ) Common Stock 8,204 D ( 5 ) Common Stock 12,800 D ( 6 ) Common Stock 25,000 D ( 7 ) Common Stock 104,750 D Common Stock 5,956 I By Savings Plan ( 8 ) Common Stock 1,759 I By Compensation Deferral Plan ( 9 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (right to buy) $ 16.41 03/30/2011 M 6,000 ( 10 ) 12/10/2019 Common Stock 6,000 $ 0 12,000 D Stock Options (right to buy) $ 19.89 ( 11 ) 12/09/2020 Common Stock 15,200 15,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Widmar Mark R C/O GRAFTECH INTERNATIONAL LTD. 12900 SNOW ROAD PARMA, OH44130 VP & CFO Signatures /s/John D. Moran, Attorney-in-Fact for Mark R. Widmar 04/01/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person exercised 6,000 options that would otherwise forfeit on April 1, 2011. The holdings are net of shares that were withheld to cover the exercise price and tax withholdings. ( 2 )On February 18, 2011, the Company granted 5,791 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares vest on February 18 of each of 2012, 2013 and 2014. ( 3 )On December 9, 2010, the Company granted 7,600 restricted shares under the Company's Management Long Term Incentive Program. One-third of the restricted shares vest on December 9 of each of 2011, 2012 and 2013. ( 4 )On December 9, 2010, the Company granted 10,000 performance shares under the Company's Management Long Term Incentive Program, which represent the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets vest on March 29, 2014. The ultimate number of shares earned is subject to adjustment based on actual peformance. ( 5 )On December 10, 2009, the Company granted 9,200 restricted shares under the Company's Management Long Term Incentive Program. One-third of the restricted shares vested on December 10, 2010, and one-third will vest on December 10 of each of 2011 and 2012. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes. ( 6 )On December 10, 2009, the Company granted 12,800 performance shares under the Company's Management Long Term Incentive Program, which represent the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets vest on March 29, 2013. The ultimate number of shares earned is subject to adjustment based on actual peformance. ( 7 )On December 15, 2008, the Company granted 25,000 performance shares under the Company's Management Long Term Incentive Program, which represent the right to receive shares contingent upon the achievement of one or more performance measures. Shares that are earned upon the attainment of applicable performance targets shall vest on February 29, 2012. The ultimate number of shares is subject to adjustment based on actual peformance. ( 8 )Represents the number of shares attributable to the reporting person's participation in the Company Stock Fund option of the GrafTech International Holdings Inc. Savings Plan. ( 9 )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. ( 10 )On December 10, 2009, the Company granted 18,000 stock options under the Company's Management Long Term Incentive Program. The options vest in equal thirds on December 10 of each of 2010, 2011 and 2012. The vested portions of such options will become exercisable upon vesting. ( 11 )On December 9, 2010, the Company granted 15,200 stock options under the Company's Management Long Term Incentive Program. The options vest in equal thirds on December 9 of each of 2011, 2012 and 2013. The vested portions of such options will become exercisable upon vesting.

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