Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BCP GP Ltd

(Last)

(First)

(Middle)

C/O BROOKFIELD CORPORATION

181 BAY ST, STE. 300

(Street)

TORONTO

M5J2T3

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GRAFTECH INTERNATIONAL LTD [ EAF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/02/2024		S		1,037,120⁽¹⁾⁽²⁾	D	$2.2	26,238,492⁽³⁾	I	See Explanation of Responses⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	01/02/2024		S		1,038,919⁽¹⁾⁽²⁾	D	$2.2	25,199,573⁽³⁾	I	See Explanation of Responses⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	01/02/2024		S		1,846,591⁽¹⁾⁽²⁾	D	$2.2	23,352,982⁽³⁾	I	See Explanation of Responses⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	01/02/2024		S		88⁽¹⁾⁽²⁾	D	$2.2	23,352,894⁽³⁾	I	See Explanation of Responses⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	01/02/2024		S		68⁽¹⁾⁽²⁾	D	$2.2	23,352,826⁽³⁾	I	See Explanation of Responses⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

BCP GP Ltd

(Last)

(First)

(Middle)

C/O BROOKFIELD CORPORATION

181 BAY ST, STE. 300

(Street)

TORONTO

M5J2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

1. Name and Address of Reporting Person^*

BROOKFIELD Corp /ON/

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET SUITE 300 P.O. BOX 762

(Street)

TORONTO

M5J2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

1. Name and Address of Reporting Person^*

Brookfield Capital Partners Ltd.

(Last)

(First)

(Middle)

C/O BROOKFIELD CORPORATION

181 BAY ST, STE. 300

(Street)

TORONTO

M5J2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

1. Name and Address of Reporting Person^*

BPE IV (Non-Cdn)

(Last)

(First)

(Middle)

C/O BROOKFIELD CORPORATION

181 BAY ST, STE. 300

(Street)

TORONTO

M5J2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

1. Name and Address of Reporting Person^*

BCP IV GrafTech Holdings L.P.

(Last)

(First)

(Middle)

C/O BROOKFIELD CORPORATION

181 BAY ST, STE. 300

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

1. Name and Address of Reporting Person^*

Brookfield Business Partners L.P.

(Last)

(First)

(Middle)

73 FRONT STREET, 5TH FLOOR

(Street)

HAMILTON

HM 12

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

1. Name and Address of Reporting Person^*

Brookfield Private Equity Group Holdings LP

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 300

(Street)

TORONTO

M5J2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

1. Name and Address of Reporting Person^*

Brookfield Private Equity Inc.

(Last)

(First)

(Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 300

(Street)

TORONTO

M5J2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

1. Name and Address of Reporting Person^*

Brookfield Private Equity Holdings LLC

(Last)

(First)

(Middle)

BROOKFIELD PLACE

200 VESEY STREET

(Street)

NEW YORK

10281-1023

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

1. Name and Address of Reporting Person^*

Brookfield US Inc.

(Last)

(First)

(Middle)

BROOKFIELD PLACE

200 VESEY STREET

(Street)

NEW YORK

10281-1023

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

Explanation of Responses:

1. The sales reported in this Form 4 (the "Sales") were effected pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act").

2. On January 2, 2024, the Reporting Persons sold an aggregate of 6,100,000 shares of Common Stock. Represents (i) 1,037,120 of Common Stock sold on behalf of BPE IV (Non-Cdn) GP LP; (ii) 1,038,919 shares of Common Stock sold on behalf of Brookfield BBP (Canada) L.P.; (iii) 1,846,591 shares of Common Stock sold on behalf of Brookfield BBP Canada Holdings Inc.; (iv) 88 shares of Common Stock sold on behalf of Brookfield Private Funds Holdings Inc.; (v) 68 shares of Common Stock sold on behalf of BCP IV Bermuda Investor LP and (vi) 2,177,214 shares of Common Stock sold by BCP GrafTech IV Holdings L.P. on behalf of certain third party limited partners in which the Reporting Persons do not have a pecuniary interest.

3. Following the Sales, consists of (i) 6,174,100 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; (ii) 6,184,809 shares of Common Stock held directly by Brookfield BBP (Canada) L.P.; (iii) 10,992,990 shares of Common Stock held directly by Brookfield BBP Canada Holdings Inc.; (iv) 524 shares of Common Stock held directly by Brookfield Private Funds Holdings Inc.; and (v) 403 shares of Common Stock held directly by BCP IV Bermuda Investor LP. The amount of securities beneficially owned by the Reporting Persons does not include the shares of Common Stock distributed pro rata, for no consideration, on December 14, 2023 to certain third party limited partners in which the Reporting Persons do not have a pecuniary interest.

4. Brookfield Corporation ("BN"), by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares.

5. 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.

6. 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.

7. 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.

8. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (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 filing constitutes an exit filing for the Reporting Persons, as the Reporting Persons are no longer subject to Section 16 of the Exchange Act as a result of the Sales described above. 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 1 of 3.

	/s/ AJ Silber, as Director of BCP GP Limited	01/04/2024
	/s/ Swati Mandava, as Officer of BROOKFIELD CORPORATION	01/04/2024
	/s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd.	01/04/2024
	/s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., general partner of BPE IV (Non-Cdn) GP LP	01/04/2024
	/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	01/04/2024
	/s/ James Bodi, as Officer of Brookfield Business Partners Limited, general partner of Brookfield Business Partners L.P.	01/04/2024
	/s/ AJ Silber, as Director of Brookfield Private Equity Inc., the general partner of Brookfield Private Equity Group Holdings LP	01/04/2024
	/s/ AJ Silber, as Director of Brookfield Private Equity Inc.	01/04/2024
	/s/ Kristen Haase, as Officer of Brookfield Private Equity Holdings LLC	01/04/2024
	/s/ Katayoon Sarpash, as Officer of Brookfield US Inc.	01/04/2024
	** 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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