Undavia Group Discloses Significant Stake in GrafTech International

TL;DR

**Nilesh Undavia and family trusts just revealed a major stake in GrafTech International, watch for potential activist moves!**

AI Summary

Nilesh Undavia and a group of related trusts (including Kanta Undavia, Liliana Undavia, and various irrevocable family trusts) filed a Schedule 13D on February 23, 2024, indicating their collective beneficial ownership in GrafTech International Ltd. The filing details their holdings of Common Stock, $0.01 par value per share, in the company. This group includes the JAI Undavia Irrevocable Trust, Julia Undavia Irrevocable Trust, Kanta Undavia Revocable Trust, Liliana Arsenio-Undavia 2018 Trust, Liliana Undavia Irrevocable Family Trust #1, Nilesh P Undavia 2018 Trust, and Nilesh Undavia Irrevocable Family Trust #1.

Why It Matters

This filing signals a notable ownership position by the Undavia group, potentially indicating their intent to influence company strategy or governance at GrafTech International Ltd.

Risk Assessment

Risk Level: medium — The filing indicates a significant ownership stake by a group, which could lead to activist investor actions or changes in company direction, introducing uncertainty.

Key Players & Entities

• Nilesh Undavia (person) — filer and group member
• GrafTech International Ltd. (company) — subject company
• Kanta Undavia (person) — group member
• Liliana Undavia (person) — group member
• JAI Undavia Irrevocable Trust (company) — group member
• Julia Undavia Irrevocable Trust (company) — group member
• Kanta Undavia Revocable Trust (company) — group member
• Liliana Arsenio-Undavia 2018 Trust U/A DATED 10/25/2018 (company) — group member
• Liliana Undavia Irrevocable Family Trust #1 (company) — group member
• Nilesh P Undavia 2018 U/A DATED 10/25/2018 (company) — group member

FAQ

Key Financial Figures

• $0.01 — Ltd. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class o
• $38,922,437 — e the purchases described in Item 5 was $38,922,437. 13 Item 4 . Purpose of Transaction
• $1.58 — ice Per Share ($) 01/10/2024 40,000 $1.58 01/10/2024 100,000 $1.60 01/09/20
• $1.60 — 4 40,000 $1.58 01/10/2024 100,000 $1.60 01/09/2024 50,000 $1.86 01/09/202
• $1.86 — 4 100,000 $1.60 01/09/2024 50,000 $1.86 01/09/2024 50,000 $1.90 01/09/202
• $1.90 — 24 50,000 $1.86 01/09/2024 50,000 $1.90 01/09/2024 50,000 $1.92 01/04/202
• $1.92 — 24 50,000 $1.90 01/09/2024 50,000 $1.92 01/04/2024 30,000 $1.89 01/04/202
• $1.89 — 24 50,000 $1.92 01/04/2024 30,000 $1.89 01/04/2024 30,000 $1.91 01/03/202
• $1.91 — 24 30,000 $1.89 01/04/2024 30,000 $1.91 01/03/2024 30,000 $2.00 01/02/202
• $2.00 — 24 30,000 $1.91 01/03/2024 30,000 $2.00 01/02/2024 20,000 $2.08 01/02/202
• $2.08 — 24 30,000 $2.00 01/02/2024 20,000 $2.08 01/02/2024 40,000 $2.10 01/02/202
• $2.10 — 24 20,000 $2.08 01/02/2024 40,000 $2.10 01/02/2024 20,000 $2.14 12/29/202
• $2.14 — 24 40,000 $2.10 01/02/2024 20,000 $2.14 12/29/2023 13,600 $2.18 12/20/202
• $2.18 — 24 20,000 $2.14 12/29/2023 13,600 $2.18 12/20/2023 20,000 $2.08 12/20/202
• $2.09 — 23 20,000 $2.08 12/20/2023 20,000 $2.09 12/20/2023 15,000 $2.14 12/20/202

Filing Documents

• p222240sc13d.htm (SC 13D) — 269KB
• 0001214659-24-003433.txt ( ) — 271KB

. Security and Issuer

Item 1 . Security and Issuer . This Schedule 13D relates to shares of Common Stock, par value $0.01 per share (the “Common Stock”), of GRAFTECH INTERNATIONAL LTD., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is 982 Keynote Circle, Brooklyn Heights, OH 44131.

. Identity and Background

Item 2 . Identity and Background . (a) This statement is being filed by (i) The Nilesh P Undavia 2018 Trust u/a Dated 10/25/2018 (the “NPU Trust”); (ii) The Liliana Arsenio-Undavia 2018 Trust u/a Dated 10/25/2018 (the “LAU Trust”); (iii) The Nilesh Undavia Irrevocable Family Trust #1 (the “NU Irrev Trust”); (iv) The Liliana Undavia Irrevocable Family Trust#1 (the “LU Irrev Trust”); (v) The Kanta Undavia Revocable Trust (the “Kanta Trust”); (vi) The Sophia Undavia Irrevocable Trust (the “Sophia Trust”); (vii) The Jai Undavia Irrevocable Trust (the “Jai Trust”); (viii) The Julia Undavia Irrevocable Trust (the “Julia Trust”); (ix) Nilesh Undavia; (x) Liliana Undavia; and (xi) Kanta Undavia. The foregoing persons are hereinafter referred to collectively as the “Reporting Persons”. The foregoing trusts are hereinafter referred to collectively as the “Trusts”. Nilesh Undavia, Liliana Undavia, and Kanta Undavia are hereinafter referred to collectively as the “Undavias”. (b) The business addresses of each the Reporting Persons is 155 E Boca Raton Road, Unit 416, Boca Raton, Florida 33432. (c) The principal business of each of the Reporting Persons that is a trust is to administer the assets of the trust for the benefit of the beneficiaries thereof. Nilesh Undavia, Liliana Undavia, and Kanta Undavia are private investors. (d) During the last 5 years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last 5 years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person or entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securit

. Source and Amount of Funds or Other Consideration

Item 3 . Source and Amount of Funds or Other Consideration . Personal funds of the Undavias, contributed to the Trusts and to investment retirement accounts, were used to purchase the shares of Common Stock referred to in this Schedule 13D. The total amount of the funds used to make the purchases described in Item 5 was $38,922,437. 13

. Purpose of Transaction

Item 4 . Purpose of Transaction . The filers of this 13D include Nilesh Undavia (“Mr. Undavia”). Mr. Undavia has more than 25 years of investing experience. Mr. Undavia has a particular expertise investing in cyclical companies and industries. Over the course of his investing career, Mr. Undavia has worked cooperatively and collaboratively with a large number of incumbent boards of directors. He has rarely had anything negative to say about an incumbent board of directors. Mr. Undavia performed very extensive research on the Issuer. This research involved reviewing and analyzing all shareholder communication from the Issuer’s management, and conferring with experts who know the steel industry, and the Issuer’s end customers. Mr. Undavia concluded that the Issuer enjoys a highly advantaged long-term market position in a relatively consolidated industry. The Issuer is among the lowest cost producers of graphite electrodes, and with a suitable board of directors, the Issuer is likely to gain market share and be highly profitable over the long term. Mr. Undavia’s confidence in his research was so great that Mr. Undavia, together with the other Reporting Persons, invested a substantial sum of his family’s personal capital in the Issuer’s Common Stock. This investment is very meaningful to Mr. Undavia and his family, and represents one of the largest allocations of their personal funds ever made. Mr. Undavia reserves the right to adjust his position in GrafTech based on investment merit. In the course of his deep and extensive research, Mr. Undavia was made aware of what appear to be a number of very serious errors made by the incumbent board of directors (the “Board”). Mr. Undavia was informed that the incumbent Board is engaged in a search process for a new permanent CEO. In light of what appear to be multiple very serious errors made by the incumbent Board, Mr. Undavia concluded that the incumbent Board was li

. Interest in Securities of the Issuer

Item 5 . Interest in Securities of the Issuer . (a) As of the date of this filing, the Reporting Persons beneficially own 14,738,251 shares (the “Shares”), or approximately 5.74%, of the outstanding Common Stock of the Issuer (calculated based on information included in the Quarterly Report on Form 10-Q filed by the Issuer on November 3, 2023 for the quarter ended September 30, 2023, which reported that 256,807,900 shares of Common Stock were outstanding as of October 27, 2023). The Reporting Persons also may be deemed to be members of a “group” (within the meaning of SEC Rule 13d-5) by virtue of their verbal agreement to vote, hold, or sell of the Shares in the same manner and to act in concert with respect to the proposals brought to the Board by Mr. Undavia as set forth in Item 4 and as brought forth by Mr. Undavia from time to time. (b) Nilesh Undavia is the record holder of 8,692,926 Shares through two individual retirement accounts (the “IRAs”). Nilesh Undavia is the sole trustee of the LU Irrev Trust. Accordingly, Nilesh Undavia may be deemed to hold sole voting and dispositive power with respect to the 10,192,976 Shares held by him through the IRAs and the LU Irrev Trust. Liliana Undavia is the sole trustee of the NU Irrev Trust, the Sophia Trust, the Jai Trust, and the Julia Trust. Accordingly, Liliana Undavia may be deemed to hold sole voting and dispositive power with respect to the 1,590,000 Shares held by the NU Irrev Trust, the Sophia Trust, the Jai Trust, and the Julia Trust. Nilesh Undavia and Kanta Undavia are trustees of the Kanta Trust, each with shared power to vote or dispose of the Shares held by such Trust unilaterally. Nilesh Undavia and Liliana Undavia are trustees of the NPU Trust and the LAU Trust, each with shared power to vote or dispose of the Shares held by such Trusts unilaterally. Furthermore, the Reporting Persons have verbally agreed to vote, hold, or sell the Shares in the same manner and

. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 . Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer . Except as otherwise described herein (including Item 5 and this Item 6), there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. (a) Nilesh Undavia, Liliana Undavia, and Kanta Undavia are family members. Nilesh Undavia and Liliana Undavia are spouses. Kanta Undavia is Nilesh Undavia’s mother. (b) Nilesh Undavia has nominated Ms. Andree Michelle Petigny to occupy a director seat on GrafTech International Ltd.’s board of directors. Nilesh Undavia, as trustee of The Nilesh P Undavia 2018 Trust u/a Dated 10/25/2018 is party to that certain Engagement and Indemnification Agreement entered into on or about January 22, 2024 with Ms. Andree Michelle Petigny pursuant to which the NPU Trust has agreed to indemnify, defend, and hold Ms. Petigny harmless with respect to claims and actions against Ms. Petigny arising out

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View this SC 13D filing on SEC EDGAR