SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

BCP IV GrafTech Holdings L.P.

(Last)

(First)

(Middle)

BROOKFIELD PLACE, SUITE 300,

181 BAY STREET

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2015

3. Issuer Name and Ticker or Trading Symbol
GRAFTECH INTERNATIONAL LTD [ GTI ]

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

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock⁽²⁾	13,384	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.01 per share	27,323,200	$5	D

Explanation of Responses:

1. The Series A Convertible Preferred Stock is immediately convertible, at the Reporting Person's option, into shares of common stock of the Issuer, at a conversion price of $5.00 per common share, subject to customary anti-dilution adjustments. The Series A Convertible Preferred Stock has no expiration date.

2. Each share of Series B Convertible Preferred Stock is converted automatically into one share of Series A Convertible Preferred Stock upon approval by the Issuer's stockholders in compliance with Rule 312 of the NYSE Listed Company Manual.

Remarks:

	BCP IV GrafTech Holdings LP, By: BPE IV (Non-Cdn) GP LP, its general partner, By: Brookfield Capital Partners Ltd., its general partner, /s/ David Nowak, By: David Nowak, Managing Partner	08/18/2015
	BCP IV GrafTech Holdings LP, By: BPE IV (Non-Cdn) GP LP, its general partner, By: Brookfield Capital Partners Ltd., its general partner, /s/ J. Peter Gordon, By: J. Peter Gordon, Managing Partner	08/18/2015
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.