Statement of Changes in Beneficial Ownership (4)

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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Rintoul David J.	2. Issuer Name and Ticker or Trading Symbol GRAFTECH INTERNATIONAL LTD [ EAF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO
(Last) (First) (Middle) C/O GRAFTECH INTERNATIONAL LTD., 982 KEYNOTE CIRCLE	3. Date of Earliest Transaction (MM/DD/YYYY) 5/27/2021
(Street) BROOKLYN HEIGHTS, OH 44131 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/27/2021		M		102000	A	⁽¹⁾	137126	D
Common Stock	5/27/2021		F		42830	D	$13.16	94296	D
Common Stock	5/27/2021		M		69019	A	⁽¹⁾	163315	D
Common Stock	5/27/2021		F		28982	D	$13.16	134333	D
Common Stock	5/27/2021		M		46669	A	⁽¹⁾	181002	D
Common Stock	5/27/2021		F		19597	D	$13.16	161405	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	5/27/2021		M			102000	⁽²⁾	⁽²⁾	Common Stock	102000.0	$0	0	D
Restricted Stock Units	⁽¹⁾	5/27/2021		M			69019.5307	⁽³⁾	⁽³⁾	Common Stock	69019.5307	$0	0	D
Restricted Stock Units	⁽¹⁾	5/27/2021		M			46669.3551	⁽⁴⁾	⁽⁴⁾	Common Stock	46669.3551	$0	0	D

Explanation of Responses:
(1)	Restricted Stock Units (RSUs) convert into shares of EAF common stock on a one-for-one basis.
(2)	On March 4, 2021, the reporting person was granted 102,000 RSUs, which also accrue additional RSUs pursuant to dividend equivalent rights based upon the closing price of EAF stock as of the dividend payment date. The RSUs vest in five equal annual installments unless a Change in Control (as defined under the applicable award agreement) occurs, in which case any then-outstanding unvested RSUs immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.
(3)	On February 25, 2020, the reporting person was granted 85,000 RSUs, which also accrue additional RSUs pursuant to dividend equivalent rights based upon the closing price of EAF stock as of the dividend payment date. The RSUs vest in five equal annual installments unless a Change in Control (as defined under the applicable award agreement) occurs, in which case any then-outstanding unvested RSUs immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.
(4)	On March 21, 2019, the reporting person was granted 75,000 RSUs, which also accrue additional RSUs pursuant to dividend equivalent rights based upon the closing price of EAF stock as of the dividend payment date. The RSUs vest in five equal annual installments unless a Change in Control (as defined under the applicable award agreement) occurs, in which case any then-outstanding unvested RSUs immediately vest in full as of the date of such Change in Control. On May 27, 2021, a Change in Control occurred.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rintoul David J. C/O GRAFTECH INTERNATIONAL LTD. 982 KEYNOTE CIRCLE BROOKLYN HEIGHTS, OH 44131	X		President and CEO