Form Type: 4

SEC EDGAR Link
Accession Number:0001140361-20-023467
Date:2020-10-16
Issuer: GRAFTECH INTERNATIONAL LTD (EAF)
Original Submission Date:

Reporting Person:

BCP GP LTD
C/O BROOKFIELD ASSET MANAGEMENT INC.
181 BAY ST, STE. 300 TORONTO, A6 M5J2T3

Reporting Person:

BROOKFIELD ASSET MANAGEMENT INC.
BROOKFIELD PLACE, 181 BAY STREET
SUITE 300 PO BOX 762 NEW YORK, NY 10281-1023

Reporting Person:

BROOKFIELD CAPITAL PARTNERS LTD.
C/O BROOKFIELD ASSET MANAGEMENT INC.
181 BAY ST, STE. 300 TORONTO, A6 M5J2T3

Reporting Person:

BPE IV (NON-CDN)
C/O BROOKFIELD ASSET MANAGEMENT INC.
181 BAY ST, STE. 300 TORONTO, A6 M5J2T3

Reporting Person:

BCP IV GRAFTECH HOLDINGS L.P.
C/O BROOKFIELD ASSET MANAGEMENT INC.
181 BAY ST, STE. 300 TORONTO, A6 M5J2T3

Reporting Person:

BROOKFIELD BUSINESS PARTNERS L.P.
73 FRONT STREET, 5TH FLOOR
HAMILTON, D0 HM 12

Reporting Person:

BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP
BROOKFIELD PLACE
181 BAY STREET, SUITE 300 TORONTO, A6 M5J2T3

Reporting Person:

BROOKFIELD PRIVATE EQUITY INC.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300 TORONTO, A6 M5J2T3

Reporting Person:

BROOKFIELD PRIVATE EQUITY HOLDINGS LLC
BROOKFIELD PLACE
200 VESEY STREET NEW YORK, NY 10281-1023

Reporting Person:

BROOKFIELD US INC.
BROOKFIELD PLACE
200 VESEY STREET NEW YORK, NY 10281-1023

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-10-16 S 34,902 d $7.26 171,532,815 indirect f12,f13,f14,f15,f16
COMMON STOCK 2020-10-16 S 36,760 d $7.26 171,496,055 indirect f12,f13,f14,f15,f16
COMMON STOCK 2020-10-16 S 65,338 d $7.26 171,430,717 indirect f12,f13,f14,f15,f16
COMMON STOCK 2020-10-19 S 27,253 d $7.05 171,403,464 indirect f12,f13,f14,f15,f16
COMMON STOCK 2020-10-19 S 28,703 d $7.05 171,374,761 indirect f12,f13,f14,f15,f16
COMMON STOCK 2020-10-19 S 51,017 d $7.05 171,323,744 indirect f12,f13,f14,f15,f16
COMMON STOCK 2020-10-20 S 23,982 d $7.04 171,299,762 indirect f12,f13,f14,f15,f16
COMMON STOCK 2020-10-20 S 25,258 d $7.04 171,274,504 indirect f12,f13,f14,f15,f16
COMMON STOCK 2020-10-20 S 44,895 d $7.04 171,229,609 indirect f12,f13,f14,f15,f16
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 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.
f2 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 $7.08 to $7.47 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.
f3 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 $7.08 to $7.47 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.
f4 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 $7.08 to $7.47 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.
f5 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 $7.17 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.
f6 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 $7.17 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.
f7 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 $7.17 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.
f8 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 $7.16 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.
f9 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 $7.16 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.
f10 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 $7.16 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.
f11 following the sales, consists of (i) 149,216,541 shares of common stock held directly by bcp iv graftech holdings lp; (ii) 5,607,928 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) 5,906,429 shares of common stock held directly by brookfield bbp (canada) l.p.; (iv) 10,498,184 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.
f12 brookfield asset management inc., by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares.
f13 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.
f14 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.
f15 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.
f16 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.

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