SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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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).

1. Name and Address of Reporting Person^*

BCP GP Ltd

(Last)

(First)

(Middle)

C/O BROOKFIELD ASSET MANAGEMENT INC.

181 BAY ST, STE. 300

(Street)

TORONTO

M5J2T3

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GRAFTECH INTERNATIONAL LTD [ EAF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	12/15/2023		S		35,084⁽¹⁾⁽²⁾	D	$2.4737	30,466,098⁽⁵⁾	I	See Explanation of Responses⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	12/15/2023		S		35,145⁽¹⁾⁽²⁾	D	$2.4737	30,430,953⁽⁵⁾	I	See Explanation of Responses⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	12/15/2023		S		62,466⁽¹⁾⁽²⁾	D	$2.4737	30,368,487⁽⁵⁾	I	See Explanation of Responses⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	12/15/2023		S		3⁽¹⁾⁽²⁾	A	$2.4737	30,368,484⁽⁵⁾	I	See Explanation of Responses⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	12/15/2023		S		2⁽¹⁾⁽²⁾	D	$2.4737	30,368,482⁽⁵⁾	I	See Explanation of Responses⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	12/18/2023		S		102,333⁽¹⁾⁽³⁾	D	$2.2379	30,226,149⁽⁵⁾	I	See Explanation of Responses⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	12/18/2023		S		102,512⁽¹⁾⁽³⁾	D	$2.2379	30,163,637⁽⁵⁾	I	See Explanation of Responses⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	12/18/2023		S		182,207⁽¹⁾⁽³⁾	D	$2.2379	29,981,430⁽⁵⁾	I	See Explanation of Responses⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	12/18/2023		S		9⁽¹⁾⁽³⁾	D	$2.2379	29,981,421⁽⁵⁾	I	See Explanation of Responses⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	12/18/2023		S		7⁽¹⁾⁽³⁾	D	$2.2379	29,981,414⁽⁵⁾	I	See Explanation of Responses⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	12/19/2023		S		102,333⁽¹⁾⁽⁴⁾	D	$2.2217	29,879,081⁽⁵⁾	I	See Explanation of Responses⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	12/19/2023		S		102,512⁽¹⁾⁽⁴⁾	D	$2.2217	29,776,569⁽⁵⁾	I	See Explanation of Responses⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	12/19/2023		S		182,207⁽¹⁾⁽⁴⁾	D	$2.2217	29,594,362⁽⁵⁾	I	See Explanation of Responses⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	12/19/2023		S		9⁽¹⁾⁽⁴⁾	D	$2.2217	29,594,353⁽⁵⁾	I	See Explanation of Responses⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Common Stock	12/19/2023		S		7⁽¹⁾⁽⁴⁾	D	$2.2217	29,594,346⁽⁵⁾	I	See Explanation of Responses⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

BCP GP Ltd

(Last)

(First)

(Middle)

C/O BROOKFIELD ASSET MANAGEMENT INC.

181 BAY ST, STE. 300

(Street)

TORONTO

M5J2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Brookfield BBP Canada Holdings Inc.

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 300

(Street)

TORONTO

M5J2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Brookfield CanGP Ltd

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 300

(Street)

TORONTO

M5J2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The sales reported in this Form 4 (the "Sales") were effected pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act").

2. On December 15, 2023, the Reporting Persons sold an aggregate of 205,700 shares of Common Stock. Represents (i) 35,084 shares of Common Stock sold on behalf of BPE IV (Non-Cdn) GP LP; (ii) 35,145 shares of Common Stock sold on behalf of Brookfield BBP (Canada) L.P.; (iii) 62,466 shares of Common Stock sold on behalf of Brookfield BBP Canada Holdings Inc.; (iv) 3 shares of Common Stock sold on behalf of Brookfield Private Funds Holdings Inc.; (v) 2 shares of Common Stock sold on behalf of BCP IV Bermuda Investor LP and (vi) 73,000 shares of Common Stock sold by BCP GrafTech IV Holdings L.P. on behalf of certain third party limited partners in which the Reporting Persons do not have a pecuniary interest.

3. On December 18, 2023, the Reporting Persons sold an aggregate of 600,000 shares of Common Stock. Represents (i) 102,333 shares of Common Stock sold on behalf of BPE IV (Non-Cdn) GP LP; (ii) 102,512 shares of Common Stock sold on behalf of Brookfield BBP (Canada) L.P.; (iii) 182,207 shares of Common Stock sold on behalf of Brookfield BBP Canada Holdings Inc.; (iv) 9 shares of Common Stock sold on behalf of Brookfield Private Funds Holdings Inc.; (v) 7 shares of Common Stock sold on behalf of BCP IV Bermuda Investor LP and (vi) 212,932 shares of Common Stock sold by BCP GrafTech IV Holdings L.P. on behalf of certain third party limited partners in which the Reporting Persons do not have a pecuniary interest.

4. On December 19, 2023, the Reporting Persons sold an aggregate of 600,000 shares of Common Stock. Represents (i) 102,333 shares of Common Stock sold on behalf of BPE IV (Non-Cdn) GP LP; (ii) 102,512 shares of Common Stock sold on behalf of Brookfield BBP (Canada) L.P.; (iii) 182,207 shares of Common Stock sold on behalf of Brookfield BBP Canada Holdings Inc.; (iv) 9 shares of Common Stock sold on behalf of Brookfield Private Funds Holdings Inc.; (v) 7 shares of Common Stock sold on behalf of BCP IV Bermuda Investor LP and (vi) 212,932 shares of Common Stock sold by BCP GrafTech IV Holdings L.P. on behalf of certain third party limited partners in which the Reporting Persons do not have a pecuniary interest.

5. Following the Sales, consists of (i) 7,824,258 shares of Common Stock held directly by BPE IV (Non-Cdn) GP LP, for itself and as nominee for BCP IV (US Plan) LP, BCP IV (UK Plan) LP and BCP IV (Cdn Plan) LP and BCP IV Bermuda Investor LP; (ii) 7,837,825 shares of Common Stock held directly by Brookfield BBP (Canada) L.P.; (iii) 13,931,089 shares of Common Stock held directly by Brookfield BBP Canada Holdings Inc.; (iv) 663 shares of Common Stock held directly by Brookfield Private Funds Holdings Inc.; and (v) 511 shares of Common Stock held directly by BCP IV Bermuda Investor LP.

6. Brookfield Corporation ("BN"), by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares.

7. BPE IV (Non-Cdn) GP LP, Brookfield Capital Partners Ltd., BCP GP Limited, Brookfield Private Equity Group Holdings LP, Brookfield Private Equity Inc. and BN, by virtue of their relationships with BCP IV, may be deemed to share beneficial ownership in the shares held directly by BCP IV. Brookfield Capital Partners Ltd., BCP GP Limited, Brookfield Private Equity Group Holdings LP, Brookfield Private Equity Inc. and BN, by virtue of their relationships with BPE IV (Non-Cdn) GP LP, BCP IV (UK Plan) LP, BCP IV (Cdn Plan) LP and BCP IV Bermuda Investor LP, may be deemed to share beneficial ownership in the shares held directly by BPE IV (Non-Cdn) GP LP for itself and as nominee for BCP IV (UK Plan) LP, BCP IV (Cdn Plan) LP and BCP IV Bermuda Investor LP.

8. Brookfield Private Equity Holdings LLC, Brookfield US Inc. and BN, by virtue of their relationships with BCP IV (US Plan) LP, may be deemed to share beneficial ownership in the shares held directly by BPE IV (Non-Cdn) GP LP as nominee for BCP IV (US Plan) LP. Brookfield BBP Canadian GP L.P., Brookfield CanGP Limited, Brookfield Private Equity Inc. and BN, by virtue of their relationships with Brookfield BBP (Canada) L.P., may be deemed to share beneficial ownership in the shares held directly by Brookfield BBP (Canada) L.P.

9. Brookfield Business L.P., Brookfield Business Partners L.P., Brookfield Business Partners Limited and BN, by virtue of their relationships with Brookfield BBP Canada Holdings Inc., may be deemed to share beneficial ownership in the shares held directly by Brookfield BBP Canada Holdings Inc. Brookfield Capital Partners Ltd., BCP GP Limited, Brookfield Private Equity Group Holdings LP, Brookfield Private Equity Inc. and BN, by virtue of their relationships with BCP IV Bermuda Investor LP, may be deemed to share beneficial ownership in the shares held directly by BCP IV Bermuda Investor LP.

10. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

This Form 4 is being filed in three parts due to the number of Reporting Persons. All three Filings relate to the Sales described above in Table I. Part 3 of 3.

	/s/ AJ Silber, as Director of BCP GP Limited	12/19/2023
	/s/ AJ Silber, as Officer of Brookfield BBP Canada Holdings Inc.	12/19/2023
	/s/ AJ Silber, as Officer of Brookfield CanGP Ltd	12/19/2023
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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