SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.)
GrafTech International Ltd.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
384313 102
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(CUSIP Number)
April 19, 2011
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 384313 102
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Samlyn Capital, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
7,527,911
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
7,527,911
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,527,911
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%
12. TYPE OF REPORTING PERSON
IA, OO
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CUSIP No. 384313 102
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Pohly
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
7,527,911
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
7,527,911
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,527,911
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 384313 102
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Item 1(a). Name of Issuer:
GrafTech International Ltd.
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Item 1(b). Address of Issuer's Principal Executive Offices:
12900 Snow Road
Parma, OH 44130
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Item 2(a). Name of Persons Filing:
Samlyn Capital, LLC
Robert Pohly
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Item 2(b). Address of Principal Business Office, or if None, Residence of
Persons Filing:
Samlyn Capital, LLC
500 Park Avenue, 2nd Floor
New York, NY 10022
United States of America
Robert Pohly
c/o Samlyn Capital, LLC
500 Park Avenue, 2nd Floor
New York, NY 10022
United States of America
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Item 2(c). Citizenship:
Samlyn Capital, LLC: Delaware
Robert Pohly: United States of America
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Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value per share
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Item 2(e). CUSIP Number:
384313 102
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [_] Investment company registered under Section 8 of the
Investment Company Act.
(e) [_] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Samlyn Capital, LLC: 7,527,911
Robert Pohly: 7,527,911
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(b) Percent of class:
Samlyn Capital, LLC: 5.2%
Robert Pohly: 5.2%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Samlyn Capital, LLC: 0
Robert Pohly: 0
(ii) Shared power to vote or to direct the vote
Samlyn Capital, LLC: 7,527,911
Robert Pohly: 7,527,911
(iii) Sole power to dispose or to direct the disposition of
Samlyn Capital, LLC: 0
Robert Pohly: 0
(iv) Shared power to dispose or to direct the disposition of
Samlyn Capital, LLC: 7,527,911
Robert Pohly: 7,527,911
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].
N/A
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity.
N/A
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Item 10. Certifications.
By signing below each of the Reporting Persons certifies that, to the best
of its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 28, 2011
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(Date)
Samlyn Capital, LLC
By: /s/ Robert Pohly
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Name: Robert Pohly
Title: Managing Member
/s/ Robert Pohly
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Robert Pohly
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13G dated April 28, 2011 relating
to the Common Stock, $0.01 par value per share, of GrafTech International Ltd.,
shall be filed on behalf of the undersigned.
Samlyn Capital, LLC
By: /s/ Robert Pohly
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Name: Robert Pohly
Title: Managing Member
/s/ Robert Pohly
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Robert Pohly
SK 25708 0004 1192063