Form 5

FORM 5

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).
    Form 3 Holdings Reported
    Form 4 Transactions Reported

ANNUAL 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

OMB Number: 3235-0362
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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

De Gasperis, Corrado F.

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)

Vice President, Chief Financial Officer & Chief Information Officer

(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/Year
12/31/2002

(Street)

Wilmington, DE 19803

5. If Amendment,
Date of Original
(Month/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 at End of Issuer's
Fiscal year
(Instr. 3 & 4)

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

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

Amount

(A)
or
(D)

Price

Common Stock

 

 

 

 

 

 

11,374

D

 

Common Stock

9/13/02

 

A

43

A

$8.92

 

I

By Regular Stock Fund.(1)

Common Stock

9/30/02

 

A

55

A

$7.04

 

I

By Regular Stock Fund.(1)

Common Stock

10/15/02

 

A

93

A

$4.67

 

I

By Regular Stock Fund.(1)

Common Stock

10/31/02

 

A

110

A

$3.81

 

I

By Regular Stock Fund.(1)

Common Stock

11/15/02

 

A

97

A

$4.31

 

I

By Regular Stock Fund.(1)

Common Stock

11/29/02

 

A

79

A

$5.34

 

I

By Regular Stock Fund.(1)

Common Stock

12/13/02

 

A

87

A

$4.81

 

I

By Regular Stock Fund.(1)

Common Stock

12/30/02

 

A

74

A

$5.71

18,414

I

By Regular Stock Fund.(1)

Common Stock

1/15/02

 

A

108

A

$11.87

 

I

By Discount Stock Fund.(2)

Common Stock

1/31/02

 

A

114

A

$11.19

 

I

By Discount Stock Fund.(2)

Common Stock

2/15/02

 

A

119

A

$10.74

 

I

By Discount Stock Fund.(2)

Common Stock

2/28/02

 

A

120

A

$10.65

 

I

By Discount Stock Fund.(2)

Common Stock

4/15/02

 

A

98

A

$13.10

 

I

By Discount Stock Fund.(2)

Common Stock

4/30/02

 

A

99

A

$12.85

 

I

By Discount Stock Fund.(2)

Common Stock

6/14/02

 

A

110

A

$11.66

 

I

By Discount Stock Fund.(2)

Common Stock

6/28/02

 

A

105

A

$12.15

 

I

By Discount Stock Fund.(2)

Common Stock

7/15/02

 

A

122

A

$10.51

 

I

By Discount Stock Fund.(2)

Common Stock

7/31/02

 

A

163

A

$7.86

 

I

By Discount Stock Fund.(2)

Common Stock

9/13/02

 

A

93

A

$9.10

 

I

By Discount Stock Fund.(2)

Common Stock

9/30/02

 

A

118

A

$7.17

 

I

By Discount Stock Fund.(2)

Common Stock

10/15/02

 

A

200

A

$4.76

 

I

By Discount Stock Fund.(2)

Common Stock

10/31/02

 

A

237

A

$3.89

 

I

By Discount Stock Fund.(2)

Common Stock

11/15/02

 

A

210

A

$4.40

 

I

By Discount Stock Fund.(2)

Common Stock

11/29/02

 

A

169

A

$5.45

 

I

By Discount Stock Fund.(2)

Common Stock

12/13/02

 

A

188

A

$4.91

 

I

By Discount Stock Fund.(2)

Common Stock

12/30/02

 

A

158

A

$5.84

--

I

By Discount Stock Fund.(2)

Common Stock

1/15/02

 

A

132

A

$14.57

 

I

By Compensation Deferral Plan.(3)

Common Stock

1/31/02

 

A

140

A

$13.72

 

I

By Compensation Deferral Plan.(3)

Common Stock

2/15/02

 

A

145

A

$13.18

 

I

By Compensation Deferral Plan.(3)

Common Stock

2/28/02

 

A

147

A

$13.07

 

I

By Compensation Deferral Plan.(3)

Common Stock

4/15/02

 

A

119

A

$16.08

 

I

By Compensation Deferral Plan.(3)

Common Stock

4/30/02

 

A

122

A

$15.77

 

I

By Compensation Deferral Plan.(3)

Common Stock

6/14/02

 

A

134

A

$14.32

 

I

By Compensation Deferral Plan.(3)

Common Stock

6/28/02

 

A

128

A

$14.92

 

I

By Compensation Deferral Plan.(3)

Common Stock

7/15/02

 

A

148

A

$12.92

 

I

By Compensation Deferral Plan.(3)

Common Stock

7/31/02

 

A

198

A

$9.67

13,464

I

By Compensation Deferral Plan.(3)

Common Stock

 

 

 

 

 

 

4,500

I

 
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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number
FORM 5 (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
at End of Year
(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)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Time options (right to buy)

$29.2219

 

 

 

 

 

7/14/00

1/25/07

Common Stock

21,000

 

21,000

D

 

Time options (right to buy)

$17.0625

 

 

 

 

 

 (4)

9/29/08

Common Stock

75,000

 

75,000

D

 

Time options (right to buy)

$14.00

 

 

 

 

 

2/28/05

2/28/10

Common Stock

30,000

 

30,000

D

 

Time options (right to buy)

$8.56

 

 

 

 

 

12/15/02

12/15/10

Common Stock

60,000

 

60,000

D

 

Time options (right to buy)

$8.85

 

 

 

 

 

 (5)

9/25/11

Common Stock

57,500

 

57,500

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 amount of units reported is given as of the transaction date. Effective December 31, 2002, the Company Discount Stock Fund option was terminated and all holdings in such fund were automatically transferred to the reporting person's account in the Company Stock Fund option. Such transfer was not made at the volition of the reporting person.
(2) Represents the number of units attributable to the reporting person's participation through automatic payroll deductions in the Company Discount Stock Fund option of the UCAR Carbon Savings Plan. The amount of units reported is given as of the transaction date. Effective December 31, 2002, the Company Discount Stock Fund option was terminated and all holdings in such fund were automatically transferred to the reporting person's account in the Company Stock Fund option. Such transfer was not made at the volition of the reporting person.
(3) Represents obligations attributable to the reporting person's participation through automatic payroll deductions whose value is based on the Common Stock under the Company's Compensation Deferral Program. The reporting person disclaims beneficial ownership of these securities.
(4) Of such options, 25,000 vested on each of May 21, 1999, July 14, 1999 and September 29, 1999.
(5) Options were granted as part of an annual grant. Of such options, 12,500 vested on September 25, 2001 and 45,000 will vest on September 25, 2003.
  By: /s/ Karen G. Narwold
             Karen G. Narwold, Attorney-in-fact for Corrado F. De Gasperis
**Signature of Reporting Person		 February 6, 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).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.