Annual Statement of Changes in Beneficial Ownership (5)
February 12 2021 - 6:44PM
Edgar (US Regulatory)
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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).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
BCP GP Ltd | 2. Issuer Name and Ticker or Trading SymbolGRAFTECH INTERNATIONAL LTD [EAF] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O BROOKFIELD ASSET MANAGEMENT INC., 181 BAY ST, STE. 300 | 3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2020 |
(Street)
TORONTO, A6 M5J2T3
(City)
(State)
(Zip)
| 4. If Amendment, Date Original Filed(MM/DD/YYYY) | 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form Filed by One Reporting Person
_X_ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any | 3. Trans. 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) |
Amount | (A) or (D) | Price |
Common Stock | 11/13/2020 | | L (1) | 527 | A | $7.4068 | 147742570 (2) | I | See Explanation of Responses (3)(4)(5)(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 (MM/DD/YYYY) | 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 at End of Issuer's Fiscal Year (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | BCP IV Bermuda Investor LP acquired these shares from Brookfield Private Funds Holdings Inc. in a transaction that was considered a "small acquisition" within the meaning of Rule 16a-6 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
(2) | Consists of (i) 147,742,043 shares of Common Stock held directly by BCP IV GrafTech Holdings LP; and (ii) 527 shares of Common Stock held directly by BCP IV Bermuda Investor LP. |
(3) | Brookfield Asset Management Inc., by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares. |
(4) | 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. |
(5) | 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 Bermuda Investor LP, may be deemed to share beneficial ownership in the shares held directly by BCP IV Bermuda Investor LP. |
(6) | 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 5 is being filed in three parts due to the number of Reporting Persons. All three Filings relate to the transaction described above in Table I. Part 3 of 3. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BCP GP Ltd C/O BROOKFIELD ASSET MANAGEMENT INC. 181 BAY ST, STE. 300 TORONTO, A6 M5J2T3 | X | X |
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Brookfield BBP (Canada) L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J2T3 | X | X |
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Brookfield BBP Canada Holdings Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J2T3 | X | X |
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Brookfield CanGP Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6 M5J2T3 | X | X |
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Signatures
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/s/ AJ Silber, as Director of BCP GP Limited | | 2/12/2021 |
**Signature of Reporting Person | Date |
/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. | | 2/12/2021 |
**Signature of Reporting Person | Date |
/s/ AJ Silber, as Officer of Brookfield BBP Canada Holdings Inc. | | 2/12/2021 |
**Signature of Reporting Person | Date |
/s/ AJ Silber, as Officer of Brookfield CanGP Ltd | | 2/12/2021 |
**Signature of Reporting Person | Date |
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