GRAFTECH INTERNATIONAL LTD — Director's Dealing 2020

Oct 16, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAFTECH INTERNATIONAL LTD (EAF)
CIK: 0000931148
Period of Report: 2020-10-13

Reporting Person: BCP GP Ltd (N/A)
Reporting Person: BROOKFIELD ASSET MANAGEMENT INC. (N/A)
Reporting Person: Brookfield Capital Partners Ltd. (N/A)
Reporting Person: BPE IV (Non-Cdn) (N/A)
Reporting Person: BCP IV GrafTech Holdings L.P. (N/A)
Reporting Person: Brookfield Business Partners L.P. (N/A)
Reporting Person: Brookfield Private Equity Group Holdings LP (N/A)
Reporting Person: Brookfield Private Equity Inc. (N/A)
Reporting Person: Brookfield Private Equity Holdings LLC (N/A)
Reporting Person: Brookfield US Inc. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-13	Common Stock	S	34393	$7.2589	Disposed	171944427	Indirect
2020-10-13	Common Stock	S	36223	$7.2589	Disposed	171908204	Indirect
2020-10-13	Common Stock	S	64384	$7.2589	Disposed	171843820	Indirect
2020-10-14	Common Stock	S	35438	$7.3985	Disposed	171808382	Indirect
2020-10-14	Common Stock	S	37324	$7.3985	Disposed	171771058	Indirect
2020-10-14	Common Stock	S	66341	$7.3985	Disposed	171704717	Indirect
2020-10-15	Common Stock	S	34902	$7.2393	Disposed	171669815	Indirect
2020-10-15	Common Stock	S	36760	$7.2393	Disposed	171633055	Indirect
2020-10-15	Common Stock	S	65338	$7.2393	Disposed	171567717	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 $7.18 to $7.38 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 $7.18 to $7.38 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 $7.18 to $7.38 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 $7.11 to $7.50 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 $7.11 to $7.50 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 $7.11 to $7.50 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 $7.00 to $7.41 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 $7.00 to $7.41 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 $7.00 to $7.41 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; (ii) 5,694,065 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) 5,997,150 shares of Common Stock held directly by Brookfield BBP (Canada) L.P.; (iv) 10,659,434 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: BAM, 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 BAM, by virtue of their relationships with BCP IV, may be deemed to share beneficial ownership in the shares held directly by BCP IV. Brookfield Capital Partners Ltd., BCP GP Limited, Brookfield Private Equity Group Holdings LP, Brookfield Private Equity Inc. and BAM, 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 BAM, 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 BAM, 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 BAM, 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. BAM, 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.