GRAFTECH INTERNATIONAL LTD — Director's Dealing 2018

Aug 14, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAFTECH INTERNATIONAL LTD (EAF)
CIK: 0000931148
Period of Report: 2018-08-13

Reporting Person: BCP GP Ltd (Director, 10% Owner)
Reporting Person: Brookfield Capital Partners Ltd. (Director, 10% Owner)
Reporting Person: BPE IV (Non-Cdn) (Director, 10% Owner)
Reporting Person: BCP IV GrafTech Holdings L.P. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-13	Common Stock	S	23000000	$20.00	Disposed	241128398	Indirect
2018-08-13	Common Stock	S	11688311	$19.25	Disposed	229440087	Indirect

Footnotes

F1: Common Stock held directly by BCP IV GrafTech Holdings LP ("BCP IV"), a Delaware limited partnership.

F2: On August 13, 2018, BCP IV sold 23,000,000 shares of Common Stock in an underwritten public secondary offering (the "Offering").

F3: On August 13, 2018, GrafTech International Ltd. ("Issuer") repurchased, directly from BCP IV, 11,688,311 shares of Common Stock. The price per share paid by the Issuer is equal to the price paid by the underwriters in the Offering, net of underwriting commissions and discounts.

F4: Each of the Reporting Persons, as an indirect parent of BCP IV, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock that are directly beneficially owned by BCP IV. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock held by BCP IV is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock that is beneficially owned by BCP IV, except to the extent of any indirect pecuniary interest therein.