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 * Graf Acquisition LLC 2. Issuer Name and Ticker or Trading Symbol Graf Industrial Corp. [ GRAF ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O GRAF INDUSTRIAL CORP., 118 VINTAGE PARK BLVD., SUITE W-222
3. Date of Earliest Transaction (MM/DD/YYYY)
10/23/2019
(Street)
HOUSTON, TX 77070
(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  10/23/2019    J(1)    18000  D $0.003  6026128  D (2)(3)  

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 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 October 23, 2019, in connection with Julie Levenson's appointment to the Board of Directors of the Issuer, Graf Acquisition LLC, the sponsor of the Issuer (the "Sponsor"), transferred 18,000 shares of common stock to Ms. Levenson at the same per share price paid by the Sponsor.
(2)  The transferred securities were held directly by Graf Acquisition LLC. James A. Graf and OC Opportunities Fund II, L.P. share voting and dispositive power over the securities held by Graf Acquisition LLC. James Graf and OC Opportunities Fund II, L.P disclaim beneficial ownership over any securities owned by Graf Acquisition LLC other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly.
(3)  Owl Creek Advisors, LLC ("Owl Creek Advisors") serves as the general partner of, and has the power to direct the affairs of, OC Opportunities Fund II, L.P. Owl Creek Asset Management, L.P. (the "Investment Manager") serves as the investment manager to, and has the power to direct the investment activities of, OC Opportunities Fund II, L.P. Jeffrey A. Altman is the managing member of Owl Creek Advisors and the managing member of the general partner of the Investment Manager. Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 4 relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting person's pecuniary interest in the securities.

Remarks:
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of James Graf, OC Opportunities Fund II, L.P., Owl Creek Asset Management, L.P., Owl Creek Advisors, LLC and Jeffrey A. Altman to the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Graf Acquisition LLC
C/O GRAF INDUSTRIAL CORP.
118 VINTAGE PARK BLVD., SUITE W-222
HOUSTON, TX 77070

X

Graf James A
C/O GRAF INDUSTRIAL CORP.
118 VINTAGE PARK BLVD., SUITE W-222
HOUSTON, TX 77070

X

OC Opportunities Fund II, L.P.
C/O OWL CREEK ADVISORS, LLC
640 FIFTH AVENUE, 20TH FLOOR
NEW YORK, NY 10019

X

Owl Creek Asset Management, L.P.
640 FIFTH AVENUE
20TH FLOOR
NEW YORK, NY 10019

X

OWL CREEK ADVISORS, LLC
640 FIFTH AVENUE, 20TH FLOOR
20TH FLOOR
NEW YORK, NY 10019

X

ALTMAN JEFFREY A
640 FIFTH AVENUE, 20TH FLOOR
20TH FLOOR
NEW YORK, NY 10019

X


Signatures
/s/ Daniel Nussen, Attorney-in-Fact for Graf Acquisition LLC 10/25/2019
**Signature of Reporting Person Date
/s/ Daniel Nussen, Attorney-in-Fact for James A. Graf 10/25/2019
**Signature of Reporting Person Date
/s/ Reuben Kopel for OC Opportunities Fund II, L.P. 10/25/2019
**Signature of Reporting Person Date
/s/ Reuben Kopel for Owl Creek Asset Management, L.P. 10/25/2019
**Signature of Reporting Person Date
/s/ Reuben Kopel for Owl Creek Advisors, LLC 10/25/2019
**Signature of Reporting Person Date
/s/ Jeffrey A. Altman 10/25/2019
**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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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