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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2020

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	10/21/2020		S		10,658⁽¹⁾	D	$7.059⁽²⁾	171,218,951	I	See Explanation of Responses⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾
Common Stock	10/21/2020		S		11,225⁽¹⁾	D	$7.059⁽³⁾	171,207,726	I	See Explanation of Responses⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾
Common Stock	10/21/2020		S		19,952⁽¹⁾	D	$7.059⁽⁴⁾	171,187,774	I	See Explanation of Responses⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾
Common Stock	10/22/2020		S		35,921⁽¹⁾	D	$7.0802⁽⁵⁾	171,151,853	I	See Explanation of Responses⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾
Common Stock	10/22/2020		S		37,833⁽¹⁾	D	$7.0802⁽⁶⁾	171,114,020	I	See Explanation of Responses⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾
Common Stock	10/22/2020		S		67,246⁽¹⁾	D	$7.0802⁽⁷⁾	171,046,774	I	See Explanation of Responses⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾
Common Stock	10/23/2020		S		35,412⁽¹⁾	D	$7.2349⁽⁸⁾	171,011,362	I	See Explanation of Responses⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾
Common Stock	10/23/2020		S		37,296⁽¹⁾	D	$7.2349⁽⁹⁾	170,974,066	I	See Explanation of Responses⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾
Common Stock	10/23/2020		S		66,292⁽¹⁾	D	$7.2349⁽¹⁰⁾	170,907,774⁽¹¹⁾	I	See Explanation of Responses⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾

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

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

1. Name and Address of Reporting Person^*

BROOKFIELD ASSET MANAGEMENT INC.

(Last)

(First)

(Middle)

BROOKFIELD PLACE, 181 BAY STREET

SUITE 300 PO BOX 762

(Street)

NEW YORK

10281-1023

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Brookfield Capital Partners 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

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

1. Name and Address of Reporting Person^*

BPE IV (Non-Cdn)

(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

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

1. Name and Address of Reporting Person^*

BCP IV GrafTech Holdings L.P.

(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

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

1. Name and Address of Reporting Person^*

Brookfield Business Partners L.P.

(Last)

(First)

(Middle)

73 FRONT STREET, 5TH FLOOR

(Street)

HAMILTON

HM 12

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Brookfield Private Equity Group Holdings LP

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 300

(Street)

TORONTO

M5J2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Brookfield Private Equity Inc.

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 300

(Street)

TORONTO

M5J2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Brookfield Private Equity Holdings LLC

(Last)

(First)

(Middle)

BROOKFIELD PLACE

200 VESEY STREET

(Street)

NEW YORK

10281-1023

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Brookfield US Inc.

(Last)

(First)

(Middle)

BROOKFIELD PLACE

200 VESEY STREET

(Street)

NEW YORK

10281-1023

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	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 a Rule 10b5-1 trading plan adopted by BPE IV (Non-Cdn) GP LP, Brookfield BBP (Canada) L.P. and Brookfield BBP Canada Holdings Inc.

2. The price reported in Column 4 is a weighted average price. These shares were sold on behalf of BPE IV (Non-Cdn) GP LP in multiple transactions at prices ranging from $7.00 to $7.10 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

3. The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP (Canada) L.P. in multiple transactions at prices ranging from $7.00 to $7.10 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

4. The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP Canada Holdings Inc. in multiple transactions at prices ranging from $7.00 to $7.10 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

5. The price reported in Column 4 is a weighted average price. These shares were sold on behalf of BPE IV (Non-Cdn) GP LP in multiple transactions at prices ranging from $7.05 to $7.13 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

6. The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP (Canada) L.P. in multiple transactions at prices ranging from $7.05 to $7.13 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

7. The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP Canada Holdings Inc. in multiple transactions at prices ranging from $7.05 to $7.13 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

8. The price reported in Column 4 is a weighted average price. These shares were sold on behalf of BPE IV (Non-Cdn) GP LP in multiple transactions at prices ranging from $7.13 to $7.40 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

9. The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP (Canada) L.P. in multiple transactions at prices ranging from $7.13 to $7.40 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

10. The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP Canada Holdings Inc. in multiple transactions at prices ranging from $7.13 to $7.40 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

11. Following the Sales, consists of (i) 149,216,541 shares of Common Stock held directly by BCP IV GrafTech Holdings LP; (ii) 5,525,937 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, BCP IV (Cdn Plan) LP and BCP IV Bermuda Investor LP; (iii) 5,820,075 shares of Common Stock held directly by Brookfield BBP (Canada) L.P.; (iv) 10,344,694 shares of Common Stock held directly by Brookfield BBP Canada Holdings Inc.; and (v) 527 shares of Common Stock held directly by Brookfield Private Funds Holdings Inc.

12. Brookfield Asset Management Inc., by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares.

13. BPE IV (Non-Cdn) GP LP, Brookfield Capital Partners Ltd., BCP GP Limited, Brookfield Private Equity Group Holdings LP, Brookfield Private Equity Inc. and Brookfield Asset Management Inc., by virtue of their relationships with BCP IV GrafTech Holdings LP, may be deemed to share beneficial ownership in the shares held directly by BCP IV GrafTech Holdings LP. Brookfield Capital Partners Ltd., BCP GP Limited, Brookfield Private Equity Group Holdings LP, Brookfield Private Equity Inc. and Brookfield Asset Management Inc., 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.

14. Brookfield Private Equity Holdings LLC, Brookfield US Inc. and Brookfield Asset Management Inc., 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 Brookfield Asset Management Inc., 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.

15. Brookfield Business L.P., Brookfield Business Partners L.P., Brookfield Business Partners Limited and Brookfield Asset Management Inc., 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 Asset Management Inc., by virtue of its relationship with Brookfield Private Funds Holdings Inc., may be deemed to share beneficial ownership in the shares held directly by Brookfield Private Funds Holdings Inc.

16. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of 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 1 of 3.

	/s/ AJ Silber, as Director of BCP GP Limited	10/23/2020
	/s/ Jessica Diab, as Officer of BROOKFIELD ASSET MANAGEMENT INC.	10/23/2020
	/s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd.	10/23/2020
	/s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., general partner of BPE IV (Non-Cdn) GP LP	10/23/2020
	/s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., general partner of BPE IV (Non-Cdn) GP LP, general partner of BCP IV GrafTech Holdings LP	10/23/2020
	/s/ James Bodi, as Officer of Brookfield Business Partners Limited, general partner of Brookfield Business Partners L.P.	10/23/2020
	/s/ AJ Silber, as Director of Brookfield Private Equity Inc., the general partner of Brookfield Private Equity Group Holdings LP	10/23/2020
	/s/ AJ Silber, as Director of Brookfield Private Equity Inc.	10/23/2020
	/s/ Kristen Haase, as Officer of Brookfield Private Equity Holdings LLC	10/23/2020
	/s/ Katayoon Sarpash, as Officer of Brookfield US Inc.	10/23/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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