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

10/13/2020

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 (Instr.

Date, if any

(Instr. 3, 4 and 5)

Transaction(s)

Form:

4)

(Instr. 3 and 4)

Direct (D)

or Indirect

(A) or

(I) (Instr.

Code

V

Amount

(D)

Price

4)

Common Stock

10/13/2020

S

34393

(1)

D

$7.2589

(2)

171944427

I

See Explanation of

Responses (12)(13)(14)(15)(16)

Common Stock

10/13/2020

S

36223

(1)

D

$7.2589

(3)

171908204

I

See Explanation of

Responses (12)(13)(14)(15)(16)

Common Stock

10/13/2020

S

64384

(1)

D

$7.2589

(4)

171843820

I

See Explanation of

Responses (12)(13)(14)(15)(16)

Common Stock

10/14/2020

S

35438

(1)

D

$7.3985

(5)

171808382

I

See Explanation of

Responses (12)(13)(14)(15)(16)

Common Stock

10/14/2020

S

37324

(1)

D

$7.3985

(6)

171771058

I

See Explanation of

Responses (12)(13)(14)(15)(16)

Common Stock

10/14/2020

S

66341

(1)

D

$7.3985

(7)

171704717

I

See Explanation of

Responses (12)(13)(14)(15)(16)

Common Stock

10/15/2020

S

34902

(1)

D

$7.2393

(8)

171669815

I

See Explanation of

Responses (12)(13)(14)(15)(16)

Common Stock

10/15/2020

S

36760

(1)

D

$7.2393

(9)

171633055

I

See Explanation of

Responses (12)(13)(14)(15)(16)

Common Stock

10/15/2020

S

65338

(1)

D

$7.2393

(10)

171567717

(11)

I

See Explanation of

Responses (12)(13)(14)(15)(16)

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. 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.
2. 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 $7.18 to $7.38 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.
3. 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 $7.18 to $7.38 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.

1. 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 $7.18 to $7.38 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.
2. 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 $7.11 to $7.50 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.
3. 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 $7.11 to $7.50 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.
4. 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 $7.11 to $7.50 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.
5. 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 $7.41 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.
6. 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 $7.41 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.
7. 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 $7.41 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.
8. Following the Sales, consists of (i) 149,216,541 shares of Common Stock held directly by BCP IV; (ii) 5,694,065 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) 5,997,150 shares of Common Stock held directly by Brookfield BBP (Canada) L.P.; (iv) 10,659,434 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.
9. BAM, by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares.
10. 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.
11. 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.
12. 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.
13. 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 three parts due to the number of Reporting Persons. All three Filings relate to the Sales described above in Table I. Part 3 of 3.

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 BBP (Canada) L.P.

BROOKFIELD PLACE	X	X
181 BAY STREET, SUITE 300
TORONTO, A6 M5J 2T3
Brookfield BBP Canada Holdings Inc.
BROOKFIELD PLACE	X	X
181 BAY STREET, SUITE 300
TORONTO, A6 M5J 2T3
Brookfield CanGP Ltd
BROOKFIELD PLACE	X	X
181 BAY STREET, SUITE 300
TORONTO, A6 M5J 2T3
Signatures
/s/ AJ Silber, as Director of BCP GP Limited
	**Signature of Reporting Person

/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.

**Signature of Reporting Person

/s/ AJ Silber, as Officer of Brookfield BBP Canada Holdings Inc.

**Signature of Reporting Person

/s/ AJ Silber, as Officer of Brookfield CanGP Ltd

**Signature of Reporting Person

10/15/2020

Date

10/15/2020

Date

10/15/2020

Date

10/15/2020

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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