GRAFTECH INTERNATIONAL LTD — Director's Dealing 2020

Dec 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAFTECH INTERNATIONAL LTD (EAF)
CIK: 0000931148
Period of Report: 2020-11-30

Reporting Person: BCP GP Ltd (N/A)
Reporting Person: Brookfield BBP (Canada) L.P. (N/A)
Reporting Person: Brookfield BBP Canada Holdings Inc. (N/A)
Reporting Person: Brookfield CanGP Ltd (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-30	Common Stock	S	81092	$7.9335	Disposed	160518244	Indirect
2020-11-30	Common Stock	S	85408	$7.9335	Disposed	160432836	Indirect
2020-11-30	Common Stock	S	151806	$7.9335	Disposed	160281030	Indirect
2020-12-01	Common Stock	S	94007	$8.1061	Disposed	160187023	Indirect
2020-12-01	Common Stock	S	99010	$8.1061	Disposed	160088013	Indirect
2020-12-01	Common Stock	S	175983	$8.1061	Disposed	159912030	Indirect
2020-12-02	Common Stock	S	90950	$8.3519	Disposed	159821080	Indirect
2020-12-02	Common Stock	S	95790	$8.3519	Disposed	159725290	Indirect
2020-12-02	Common Stock	S	170260	$8.3519	Disposed	159555030	Indirect

Footnotes

F1: The sales reported in this Form 4 (the "Sales") were effected pursuant to a Rule 10b5-1 trading plan adopted by BPE IV (Non-Cdn) GP LP, Brookfield BBP (Canada) L.P. and Brookfield BBP Canada Holdings Inc.

F2: The price reported in Column 4 is a weighted average price. These shares were sold on behalf of BPE IV (Non-Cdn) GP LP in multiple transactions at prices ranging from $7.73 to $8.15 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F3: The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP (Canada) L.P. in multiple transactions at prices ranging from $7.73 to $8.15 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F4: The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP Canada Holdings Inc. in multiple transactions at prices ranging from $7.73 to $8.15 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F5: The price reported in Column 4 is a weighted average price. These shares were sold on behalf of BPE IV (Non-Cdn) GP LP in multiple transactions at prices ranging from $8.01 to $8.35 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F6: The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP (Canada) L.P. in multiple transactions at prices ranging from $8.01 to $8.35 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F7: The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP Canada Holdings Inc. in multiple transactions at prices ranging from $8.01 to $8.35 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F8: The price reported in Column 4 is a weighted average price. These shares were sold on behalf of BPE IV (Non-Cdn) GP LP in multiple transactions at prices ranging from $7.86 to $8.61 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F9: The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP (Canada) L.P. in multiple transactions at prices ranging from $7.86 to $8.61 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F10: The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP Canada Holdings Inc. in multiple transactions at prices ranging from $7.86 to $8.61 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F11: Following the Sales, consists of (i) 149,216,541 shares of Common Stock held directly by BCP IV GrafTech Holdings LP; (ii) 2,633,705 shares of Common Stock held directly by BPE IV (Non-Cdn) GP LP, for itself and as nominee for BCP IV (US Plan) LP, BCP IV (UK Plan) LP, BCP IV (Cdn Plan) LP and BCP IV Bermuda Investor LP; (iii) 2,773,896 shares of Common Stock held directly by Brookfield BBP (Canada) L.P.; (iv) 4,930,361 shares of Common Stock held directly by Brookfield BBP Canada Holdings Inc.; and (v) 527 shares of Common Stock held directly by Brookfield Private Funds Holdings Inc.

F12: Brookfield Asset Management Inc., by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares.

F13: 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. 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 BPE IV (Non-Cdn) GP LP, BCP IV (UK Plan) LP, BCP IV (Cdn Plan) LP and BCP IV Bermuda Investor LP, may be deemed to share beneficial ownership in the shares held directly by BPE IV (Non-Cdn) GP LP for itself and as nominee for BCP IV (UK Plan) LP, BCP IV (Cdn Plan) LP and BCP IV Bermuda Investor LP.

F14: Brookfield Private Equity Holdings LLC, Brookfield US Inc. and Brookfield Asset Management Inc., by virtue of their relationships with BCP IV (US Plan) LP, may be deemed to share beneficial ownership in the shares held directly by BPE IV (Non-Cdn) GP LP as nominee for BCP IV (US Plan) LP. Brookfield BBP Canadian GP L.P., Brookfield CanGP Limited, Brookfield Private Equity Inc. and Brookfield Asset Management Inc., by virtue of their relationships with Brookfield BBP (Canada) L.P., may be deemed to share beneficial ownership in the shares held directly by Brookfield BBP (Canada) L.P.

F15: Brookfield Business L.P., Brookfield Business Partners L.P., Brookfield Business Partners Limited and Brookfield Asset Management Inc., by virtue of their relationships with Brookfield BBP Canada Holdings Inc., may be deemed to share beneficial ownership in the shares held directly by Brookfield BBP Canada Holdings Inc. Brookfield Asset Management Inc., by virtue of its relationship with Brookfield Private Funds Holdings Inc., may be deemed to share beneficial ownership in the shares held directly by Brookfield Private Funds Holdings Inc.

F16: 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.