GrafTech International : Form4

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *	2. Issuer Name and Ticker or Trading Symbol	5. Relationship of Reporting Person(s) to Issuer
		(Check all applicable)

BCP GP Ltd

GRAFTECH INTERNATIONAL LTD [

__X__ 10% Owner

EAF ]

__X__ Director

_____ Officer (give title below) _____ Other (specify below)

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)

C/O BROOKFIELD ASSET

7/22/2020

MANAGEMENT INC., 181 BAY ST,

STE. 300

(Street)

4. If Amendment, Date Original Filed (MM/DD/YYYY) 6. Individual or Joint/Group Filing (Check Applicable Line)

TORONTO, A6 M5J2T3

___ Form filed by One Reporting Person

(City)

(State)

(Zip)

_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Trans. Date

2A. Deemed

3. Trans. Code

4. Securities Acquired (A) or

5. Amount of Securities Beneficially

6.

7. Nature of Indirect

(Instr. 3)

Execution

(Instr. 8)

Disposed of (D)

Owned Following Reported

Ownership

Beneficial Ownership

Date, if any

(Instr. 3, 4 and 5)

Transaction(s)

Form:

(Instr. 4)

(Instr. 3 and 4)

Direct (D)

or Indirect

(A) or

(I) (Instr.

Code

V

Amount

(D)

Price

4)

Common Stock

7/22/2020

J

26820567

(4)

D

(1)(2)(3)

172395974

(5)

I

See Explanation of

Responses (6)(7)(8)(9)(10)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate

2.

3. Trans.

3A. Deemed

4. Trans. Code

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Security

Conversion

Date

Execution

(Instr. 8)

Derivative Securities

Expiration Date

Securities Underlying

Derivative

derivative

Ownership

of Indirect

(Instr. 3)

or Exercise

Date, if any

Acquired (A) or

Derivative Security

Security

Securities

Form of

Beneficial

Price of

Disposed of (D)

(Instr. 3 and 4)

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

(Instr. 3, 4 and 5)

Owned

Security:

(Instr. 4)

Security

Following

Direct (D)

Date

Expiration

Title

Amount or Number of

Reported

or Indirect

Code

V

(A)

(D)

Exercisable

Date

Shares

Transaction(s)

(I) (Instr.

(Instr. 4)

4)

Explanation of Responses:

1. 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").
2. 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.
3. 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.
4. 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.
5. 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.
6. BAM, by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares.

1. 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.
2. 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.
3. 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.
4. 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.

Remarks:

This Form 4 is being filed in two parts due to the number of Reporting Persons. Both Filings relate to the Distribution Transactions described above. Part 1 of 2.

Reporting Owners

Reporting Owner Name / Address		Relationships
Director	10% Owner	OfficerOther
BCP GP Ltd
C/O BROOKFIELD ASSET MANAGEMENT INC.	X	X
181 BAY ST, STE. 300
TORONTO, A6 M5J2T3
BROOKFIELD ASSET MANAGEMENT INC.
BROOKFIELD PLACE, 181 BAY STREET	X	X
SUITE 300 PO BOX 762
NEW YORK, NY 10281-1023
Brookfield Capital Partners Ltd.
C/O BROOKFIELD ASSET MANAGEMENT INC.	X	X
181 BAY ST, STE. 300
TORONTO, A6 M5J2T3
BPE IV (Non-Cdn)
C/O BROOKFIELD ASSET MANAGEMENT INC.	X	X
181 BAY ST, STE. 300
TORONTO, A6 M5J2T3
BCP IV GrafTech Holdings L.P.
C/O BROOKFIELD ASSET MANAGEMENT INC.	X	X
181 BAY ST, STE. 300
TORONTO, A6 M5J2T3
Brookfield Business Partners L.P.
73 FRONT STREET, 5TH FLOOR	X	X
HAMILTON, D0 HM 12
Brookfield Private Equity Group Holdings LP
BROOKFIELD PLACE	X	X
181 BAY STREET, SUITE 300
TORONTO, A6 M5J2T3
Brookfield Private Equity Inc.
BROOKFIELD PLACE	X	X
181 BAY STREET, SUITE 300
TORONTO, A6 M5J2T3
Brookfield Private Equity Holdings LLC
BROOKFIELD PLACE	X	X
200 VESEY STREET
NEW YORK, NY 10281-1023
Brookfield US Inc.
BROOKFIELD PLACE	X	X
200 VESEY STREET
NEW YORK, NY 10281-1023

Signatures

/s/ AJ Silber, as Director of BCP GP Limited	7/24/2020
**Signature of Reporting Person		Date
/s/ Jessica Diab, as Officer of BROOKFIELD ASSET MANAGEMENT INC.	7/24/2020
**Signature of Reporting Person		Date
/s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd.	7/24/2020
**Signature of Reporting Person		Date
/s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., general partner of BPE IV (Non-Cdn) GP LP	7/24/2020
**Signature of Reporting Person		Date

/s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., general partner of BPE IV (Non-Cdn) GP LP, general partner of BCP IV GrafTech Holdings LP

**Signature of Reporting Person

/s/ James Bodi, as Officer of Brookfield Business Partners Limited, general partner of Brookfield Business Partners L.P.

**Signature of Reporting Person

7/24/2020

Date

7/24/2020

Date

/s/ AJ Silber, as Director of Brookfield Private Equity Inc., the general partner of Brookfield Private Equity Group Holdings LP	7/24/2020
**Signature of Reporting Person		Date
/s/ AJ Silber, as Director of Brookfield Private Equity Inc.	7/24/2020
**Signature of Reporting Person		Date
/s/ Kristen Haase, as Officer of Brookfield Private Equity Holdings LLC	7/24/2020
**Signature of Reporting Person		Date
/s/ Katayoon Sarpash, as Officer of Brookfield US Inc.	7/24/2020
**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 4(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).
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