0001140361-23-057946.txt : 20231215 0001140361-23-057946.hdr.sgml : 20231215 20231215171948 ACCESSION NUMBER: 0001140361-23-057946 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231214 FILED AS OF DATE: 20231215 DATE AS OF CHANGE: 20231215 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 231491390 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: Brookfield Private Funds Holdings Inc. CENTRAL INDEX KEY: 0001504723 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 231491394 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: BCP GP Ltd CENTRAL INDEX KEY: 0001685160 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 231491395 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 Business Partners Ltd CENTRAL INDEX KEY: 0001819045 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 231491391 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 L.P. CENTRAL INDEX KEY: 0001819046 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 231491392 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 BBP (Canada) L.P. CENTRAL INDEX KEY: 0001819406 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 231491386 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 (UK Plan) LP CENTRAL INDEX KEY: 0001819087 STATE OF INCORPORATION: A2 FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 231491389 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 231491388 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 231491387 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 BBP Canadian GP L.P. CENTRAL INDEX KEY: 0001819104 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 231491393 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 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 1 form4.xml X0508 4 2023-12-14 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 0001504723 Brookfield Private Funds Holdings Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true 0001819104 Brookfield BBP Canadian GP L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true 0001819046 Brookfield Business L.P. 73 FRONT STREET, 5TH FLOOR HAMILTON D0 HM 12 BERMUDA true 0001819045 Brookfield Business Partners Ltd 73 FRONT STREET, 5TH FLOOR HAMILTON D0 HM 12 BERMUDA true 0001819076 BCP IV (US Plan) LP BROOKFIELD PLACE 200 VESEY STREET NEW YORK NY 10281-1023 true 0001819087 BCP IV (UK Plan) LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true 0001819093 BCP IV (Cdn Plan) LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true 0001819102 BCP IV Bermuda Investor LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true 0001819406 Brookfield BBP (Canada) L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true false Common Stock 2023-12-14 4 J 0 33473396 D 30501182 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 December 14, 2023, BCP IV GrafTech Holdings L.P. ("BCP IV") distributed, for no consideration, 63,827,726 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 9,847,691 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 46,062,352 shares of Common Stock it received from BCP IV to its limited partners (including Brookfield Capital Partners IV L.P., Brookfield Capital Partners IV (ER) L.P., Brookfield Capital Partners IV (CR) L.P. and BCP IV AIV L.P.), pro rata to their interest. On the same date, BCP IV AIV L.P., a limited partner of BCP IV GrafTech LP, distributed, for no consideration, the 14,357,969 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, 684 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, 33,473,396 shares of Common Stock were distributed, for no consideration, to third party limited partners in which Brookfield Corporation ("BN") 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 (i) 63,827,726 shares of Common Stock held directly by BCP IV; (ii) 146,325 shares of Common Stock held by BPE IV (Non-Cdn) GP LP, 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; and (iii) 527 shares of Common Stock held directly by BCP IV Bermuda Investor LP. Following the Distribution Transactions, consists of (i) nil shares of Common Stock held directly by BCP IV; (ii) 8,064,008 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.; (iii) 8,077,994 shares of Common Stock held directly by Brookfield BBP (Canada) L.P.; (iv) 14,357,969 shares of Common Stock held directly by Brookfield BBP Canada Holdings Inc.; (v) 684 shares of Common Stock held directly by Brookfield Private Funds Holdings Inc.; and (vi) 527 shares of Common Stock held directly by BCP IV Bermuda Investor LP. BN, 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 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. 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. 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. 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 is being filed in three parts due to the number of Reporting Persons. All three Filings relate to the Distribution Transactions described above in Table I. Part 2 of 3. /s/ AJ Silber, as Director of BCP GP Limited 2023-12-15 /s/ Katayoon Sarpash, as Officer of Brookfield Private Funds Holdings Inc. 2023-12-15 /s/ AJ Silber, as Officer of Brookfield CanGP Limited, as general partner of Brookfield BBP Canadian GP L.P 2023-12-15 /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 2023-12-15 /s/ James Bodi, as Officer of Brookfield Business Partners Limited 2023-12-15 /s/ Kristen Haase, as Officer of Brookfield Private Equity Holdings LLC, as general partner of BCP IV (US Plan) LP 2023-12-15 /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV (UK Plan) LP 2023-12-15 /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV (Cdn Plan) LP 2023-12-15 s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV Bermuda Investor LP 2023-12-15 /s/ AJ Silber, as Officer of Brookfield CanGP Limited, as general partner of Brookfield BBP Canadian GP L.P., as general partner of Brookfield BBP (Canada) L.P. 2023-12-15