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