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
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

BCP GP Ltd
2. Issuer Name and Ticker or Trading Symbol

GRAFTECH 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)
(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
(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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
Code V Amount (A) or (D) Price
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)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 3 of 3.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
BCP GP Ltd
C/O BROOKFIELD ASSET MANAGEMENT INC.
181 BAY ST, STE. 300
TORONTO, A6 M5J2T3
XX

Brookfield BBP (Canada) L.P.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6 M5J2T3
XX

Brookfield BBP Canada Holdings Inc.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6 M5J2T3
XX

Brookfield CanGP Ltd
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6 M5J2T3
XX


Signatures
/s/ AJ Silber, as Director of BCP GP Limited3/3/2021
**Signature of Reporting PersonDate

/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.3/3/2021
**Signature of Reporting PersonDate

/s/ AJ Silber, as Officer of Brookfield BBP Canada Holdings Inc.3/3/2021
**Signature of Reporting PersonDate

/s/ AJ Silber, as Officer of Brookfield CanGP Ltd3/3/2021
**Signature of Reporting PersonDate

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