Statement of Changes in Beneficial Ownership (4)
March 03 2021 - 4:55PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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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
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BCP GP Ltd |
2. Issuer Name and Ticker or Trading Symbol
GRAFTECH INTERNATIONAL LTD
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EAF
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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. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2021 |
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(Street)
TORONTO, A6 M5J2T3
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 3/1/2021 | | S | | 30000000 (1) | D | $11.67 | 97742570 (2) | I | See Explanation of Responses (3)(4)(5)(6) |
Table II - Derivative Securities 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | On March 1, 2021, BCP IV GrafTech Holdings LP agreed to sell a total of 30,000,000 shares of Common Stock in an underwritten public secondary offering (the "Offering"). |
| (2) | Following the Offering, consists of (i) 97,742,043 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 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 Form 4 is being filed in three parts due to the number of Reporting Persons. All three Filings relate to the Offering described above in Table I. Part 1 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 ASSET MANAGEMENT INC.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300 PO BOX 762
TORONTO, A6 M5J2T3 | X | X |
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Brookfield Capital Partners Ltd.
C/O BROOKFIELD ASSET MANAGEMENT INC.
181 BAY ST, STE. 300
TORONTO, A6 M5J2T3 | X | X |
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BPE IV (Non-Cdn)
C/O BROOKFIELD ASSET MANAGEMENT INC.
181 BAY ST, STE. 300
TORONTO, A6 M5J2T3 | X | X |
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BCP IV GrafTech Holdings L.P.
C/O BROOKFIELD ASSET MANAGEMENT INC.
181 BAY ST, STE. 300
TORONTO, A6 M5J2T3 | X | X |
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Brookfield Business Partners L.P.
73 FRONT STREET, 5TH FLOOR
HAMILTON, D0 HM 12 | X | X |
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Brookfield Private Equity Group Holdings LP
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6 M5J2T3 | X | X |
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Brookfield Private Equity Inc.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6 M5J2T3 | X | X |
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Brookfield Private Equity Holdings LLC
BROOKFIELD PLACE
200 VESEY STREET
NEW YORK, NY 10281-1023 | X | X |
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Brookfield US Inc.
BROOKFIELD PLACE
200 VESEY STREET
NEW YORK, NY 10281-1023 | X | X |
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Signatures
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| /s/ AJ Silber, as Director of BCP GP Limited | | 3/3/2021 |
| **Signature of Reporting Person | Date |
| /s/ Jessica Diab, as Officer of BROOKFIELD ASSET MANAGEMENT INC. | | 3/3/2021 |
| **Signature of Reporting Person | Date |
| /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd. | | 3/3/2021 |
| **Signature of Reporting Person | Date |
| /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., general partner of BPE IV (Non-Cdn) GP LP | | 3/3/2021 |
| **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 | | 3/3/2021 |
| **Signature of Reporting Person | Date |
| /s/ James Bodi, as Officer of Brookfield Business Partners Limited, general partner of Brookfield Business Partners L.P. | | 3/3/2021 |
| **Signature of Reporting Person | Date |
| /s/ AJ Silber, as Director of Brookfield Private Equity Inc., the general partner of Brookfield Private Equity Group Holdings LP | | 3/3/2021 |
| **Signature of Reporting Person | Date |
| /s/ AJ Silber, as Director of Brookfield Private Equity Inc. | | 3/3/2021 |
| **Signature of Reporting Person | Date |
| /s/ Kristen Haase, as Officer of Brookfield Private Equity Holdings LLC | | 3/3/2021 |
| **Signature of Reporting Person | Date |
| /s/ Katayoon Sarpash, as Officer of Brookfield US Inc. | | 3/3/2021 |
| **Signature of Reporting Person | Date |
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