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 *
Batty Lionel D
   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)
Pres. Engineered Solutions
(Last)
(First)
(Middle)
C/O GRAFTECH INTERNATIONAL LTD., 6100 OAK TREE BLVD., SUITE 300		 3. Date of Earliest Transaction (Month/Day/Year)
08/14/2015
(Street)

INDEPENDENCE, OH 44131		 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)
Code V Amount (A) or (D) Price
Common Stock 08/14/2015   U   107,536 D $ 5.05 (1) 0 D  
Common Stock 08/14/2015   U   11,931 D $ 5.05 (1) 0 I By Savings Plan (2)
Common Stock 08/14/2015   U   10,275 D $ 5.05 (1) 0 I By Compensation Deferral Plan (3)

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) $ 16.41 08/17/2015   D V   3,300   (4) 12/10/2019 Common Stock 3,300 $ 0 (5) 0 D  
Stock Options (right to buy) $ 19.89 08/17/2015   D V   2,600   (4) 12/09/2020 Common Stock 2,600 $ 0 (5) 0 D  
Stock Options (right to buy) $ 13.89 08/17/2015   D V   4,800   (4) 12/13/2021 Common Stock 4,800 $ 0 (5) 0 D  
Stock Options (right to buy) $ 15.24 08/17/2015   D V   9,200   (4) 12/13/2021 Common Stock 9,200 $ 0 (5) 0 D  
Stock Options (right to buy) $ 9.51 08/17/2015   D V   13,500   (4) 11/27/2022 Common Stock 13,500 $ 0 (5) 0 D  
Stock Options (right to buy) $ 11.56 08/17/2015   D V   12,300   (4) 11/21/2023 Common Stock 12,300 $ 0 (5) 0 D  
Stock Options (right to buy) $ 4.24 08/17/2015   D     36,000   (4) 11/19/2024 Common Stock 36,000 $ 5.05 (6) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Batty Lionel D
C/O GRAFTECH INTERNATIONAL LTD.
6100 OAK TREE BLVD., SUITE 300
INDEPENDENCE, OH 44131		       Pres. Engineered Solutions  

Signatures

 /s/John D. Moran, Attorney-in-Fact for Lionel D. Batty   08/18/2015
**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 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.
(2) 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.
(3) 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.
(4) All such options have fully vested.
(5) Pursuant to the Merger Agreement, the underlying stock options that were not in-the-money were canceled.
(6) Pursuant to the Merger Agreement, upon completion of the merger, each stock option (whether vested or unvested) held by the reporting person was converted, as of the effective time of the merger, into a cash amount equal to $5.05 per share.

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