0001140361-20-016982.txt : 20200729 0001140361-20-016982.hdr.sgml : 20200729 20200729191746 ACCESSION NUMBER: 0001140361-20-016982 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200722 FILED AS OF DATE: 20200729 DATE AS OF CHANGE: 20200729 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP IV (US Plan) LP CENTRAL INDEX KEY: 0001819076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 201058529 BUSINESS ADDRESS: STREET 1: 250 VESEY STREET STREET 2: 15TH FLOOR, BROOKFIELD PLACE CITY: NEW YORK STATE: NY ZIP: 10281-1023 BUSINESS PHONE: 212-417-7000 MAIL ADDRESS: STREET 1: 250 VESEY STREET STREET 2: 15TH FLOOR, BROOKFIELD PLACE CITY: NEW YORK STATE: NY ZIP: 10281-1023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP IV (UK Plan) LP CENTRAL INDEX KEY: 0001819087 STATE OF INCORPORATION: A2 FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 201058530 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300, BROOKFIELD PLACE CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300, BROOKFIELD PLACE CITY: TORONTO STATE: A6 ZIP: M5J 2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP IV (Cdn Plan) LP CENTRAL INDEX KEY: 0001819093 STATE OF INCORPORATION: A2 FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 201058531 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300, BROOKFIELD PLACE CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300, BROOKFIELD PLACE CITY: TORONTO STATE: A6 ZIP: M5J 2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP IV Bermuda Investor LP CENTRAL INDEX KEY: 0001819102 STATE OF INCORPORATION: A2 FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 201058532 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300, BROOKFIELD PLACE CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300, BROOKFIELD PLACE CITY: TORONTO STATE: A6 ZIP: M5J 2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP GP Ltd CENTRAL INDEX KEY: 0001685160 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 201058533 BUSINESS ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 181 BAY STREET, SUITE CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 4163639491 MAIL ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 181 BAY STREET, SUITE CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Private Funds Holdings Inc. CENTRAL INDEX KEY: 0001504723 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 201058534 BUSINESS ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 416 956-5812 MAIL ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield BBP Canadian GP L.P. CENTRAL INDEX KEY: 0001819104 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 201058535 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300, BROOKFIELD PLACE CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300, BROOKFIELD PLACE CITY: TORONTO STATE: A6 ZIP: M5J 2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Business L.P. CENTRAL INDEX KEY: 0001819046 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 201058536 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM12 BUSINESS PHONE: 441-294-3306 MAIL ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM12 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Business Partners Ltd CENTRAL INDEX KEY: 0001819045 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 201058537 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM12 BUSINESS PHONE: 441-294-3306 MAIL ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM12 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GRAFTECH INTERNATIONAL LTD CENTRAL INDEX KEY: 0000931148 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 272496053 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 982 KEYNOTE CIRCLE CITY: BROOKLYN HEIGHTS STATE: OH ZIP: 44131 BUSINESS PHONE: 2166762000 MAIL ADDRESS: STREET 1: 982 KEYNOTE CIRCLE CITY: BROOKLYN HEIGHTS STATE: OH ZIP: 44131 FORMER COMPANY: FORMER CONFORMED NAME: UCAR INTERNATIONAL INC DATE OF NAME CHANGE: 19941011 4/A 1 form4.xml FORM 4/A X0306 4/A 2020-07-22 2020-07-24 0000931148 GRAFTECH INTERNATIONAL LTD EAF 0001685160 BCP GP Ltd C/O BROOKFIELD ASSET MANAGEMENT INC. 181 BAY ST, STE. 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true true 0001504723 Brookfield Private Funds Holdings Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true true 0001819104 Brookfield BBP Canadian GP L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true true 0001819046 Brookfield Business L.P. 73 FRONT STREET, 5TH FLOOR HAMILTON D0 HM 12 BERMUDA true true 0001819045 Brookfield Business Partners Ltd 73 FRONT STREET, 5TH FLOOR HAMILTON D0 HM 12 BERMUDA true true 0001819076 BCP IV (US Plan) LP BROOKFIELD PLACE 200 VESEY STREET NEW YORK NY 10281-1023 true true 0001819087 BCP IV (UK Plan) LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true true 0001819093 BCP IV (Cdn Plan) LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true true 0001819102 BCP IV Bermuda Investor LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true true Common Stock 2020-07-22 4 J 0 26820567 D 172395974 I See Explanation of Responses All of the following transactions (the "Distribution Transactions") were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On July 22, 2020, BCP IV GrafTech Holdings L.P. ("BCP IV") distributed, for no consideration, 50,000,000 shares of Common Stock (the "Distributed Shares") to GrafTech Co-Invest L.P. and BCP IV GrafTech LP, its limited partners, and BPE IV (Non-Cdn) GP LP, its general partner, in an amount equal to each such partner's pro rata interest in the shares held by BCP IV. On the same date, GrafTech Co-Invest L.P. distributed, for no consideration, the 7,874,444 shares of Common Stock it received from BCP IV to its limited partners (including Brookfield BBP (Canada) L.P.) in an amount equal to each such partner's pro rata interest in such shares. On the same date, BCP IV GrafTech LP distributed, for no consideration, the 36,220,484 shares of Common Stock it received from BCP IV to its limited partners (including Brookfield Capital Partners IV (CR) L.P. and BCP IV AIV L.P.) in an amount equal to each such partner's pro rata interest in such shares. On the same date, BCP IV AIV L.P., a limited partner of BCP IV GrafTech LP, distributed, for no consideration, the 11,054,446 shares of Common Stock it received from BCP IV GrafTech LP to its limited partner, Brookfield BBP Canada Holdings Inc. On the same date, Brookfield Capital Partners IV (CR) L.P. distributed, for no consideration, 527 shares of the Common Stock it received from BCP IV GrafTech LP to one of its limited partners, Brookfield Private Funds Holdings Inc., as part of a distribution of shares of Common Stock to all limited partners in Brookfield Capital Partners IV (CR) L.P., pro rata to their interest. Of the Distributed Shares, 26,820,567 shares of Common Stock were distributed, for no consideration, to third party limited partners in which Brookfield Asset Management Inc. ("BAM") does not have a pecuniary interest, in an amount equal to each such partner's pro rata interest in such shares. Prior to the Distribution Transactions, consists of Common Stock held directly by BCP IV. Following the Distribution Transactions, consists of (i) 149,216,541 shares of Common Stock held directly by BCP IV; (ii) 5,905,072 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) 6,219,388 shares of Common Stock held directly by Brookfield BBP (Canada) L.P.; (iv) 11,054,446 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. BAM, by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares. BPE IV (Non-Cdn) GP LP, Brookfield Capital Partners Ltd., BCP GP Limited, Brookfield Private Equity Group Holdings LP, Brookfield Private Equity Inc. and BAM, 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 BAM, 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. Brookfield Private Equity Holdings LLC, Brookfield US Inc. and BAM, 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 BAM, 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. Brookfield Business L.P., Brookfield Business Partners L.P., Brookfield Business Partners Limited and BAM, 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. BAM, 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. 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. This Form 4/A is being filed in three parts due to the number of Reporting Persons. All three Filings relate to the Distribution Transactions described above. Part 2 of 3. This Form 4/A amends and replaces in their entirety the Form 4s filed by the Reporting Persons on July 24, 2020. This Form 4/A is being filed solely to add the following persons as Reporting Persons: Brookfield BBP (Canada) L.P., Brookfield BBP Canada Holdings Inc. and Brookfield CanGP Ltd. All other provisions in the original Form 4s remain unchanged. /s/ AJ Silber, as Director of BCP GP Limited 2020-07-29 /s/ Katayoon Sarpash, as Officer of Brookfield Private Funds Holdings Inc. 2020-07-29 /s/ AJ Silber, as Officer of Brookfield CanGP Limited, as general partner of Brookfield BBP Canadian GP L.P. 2020-07-29 /s/ James Bodi, as Officer of Brookfield Business Partners Limited, as general partner of Brookfield Business Partners L.P., as general partner of Brookfield Business L.P. 2020-07-29 /s/ James Bodi, as Officer of Brookfield Business Partners Limited 2020-07-29 /s/ Kristen Haase, as Officer of Brookfield Private Equity Holdings LLC, as general partner of BCP IV (US Plan) LP 2020-07-29 /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV (UK Plan) LP 2020-07-29 /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV (Cdn Plan) LP 2020-07-29 /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV Bermuda Investor LP 2020-07-29