GRAFTECH INTERNATIONAL LTD — Director's Dealing 2023

Dec 30, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAFTECH INTERNATIONAL LTD (EAF)
CIK: 0000931148
Period of Report: 2023-12-28

Reporting Person: BCP GP Ltd (N/A)
Reporting Person: BROOKFIELD Corp /ON/ (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
2023-12-28	Common Stock	S	101174	$2.2323	Disposed	27686142	Indirect
2023-12-28	Common Stock	S	101350	$2.2323	Disposed	27584792	Indirect
2023-12-28	Common Stock	S	180142	$2.2323	Disposed	27404650	Indirect
2023-12-28	Common Stock	S	9	$2.2323	Disposed	27404641	Indirect
2023-12-28	Common Stock	S	7	$2.2323	Disposed	27404634	Indirect
2023-12-29	Common Stock	S	34111	$2.2164	Disposed	27370523	Indirect
2023-12-29	Common Stock	S	34171	$2.2164	Disposed	27336352	Indirect
2023-12-29	Common Stock	S	60735	$2.2164	Disposed	27275617	Indirect
2023-12-29	Common Stock	S	3	$2.2164	Disposed	27275614	Indirect
2023-12-29	Common Stock	S	2	$2.2164	Disposed	27275612	Indirect

Footnotes

F1: The sales reported in this Form 4 (the "Sales") were effected pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act").

F2: On December 28, 2023, the Reporting Persons sold an aggregate of 593,200 shares of Common Stock. Represents (i) 101,174 of Common Stock sold on behalf of BPE IV (Non-Cdn) GP LP; (ii) 101,350 shares of Common Stock sold on behalf of Brookfield BBP (Canada) L.P.; (iii) 180,142 shares of Common Stock sold on behalf of Brookfield BBP Canada Holdings Inc.; (iv) 9 shares of Common Stock sold on behalf of Brookfield Private Funds Holdings Inc.; (v) 7 shares of Common Stock sold on behalf of BCP IV Bermuda Investor LP and (vi) 210,518 shares of Common Stock sold by BCP GrafTech IV Holdings L.P. on behalf of certain third party limited partners in which the Reporting Persons do not have a pecuniary interest.

F3: On December 29, 2023, the Reporting Persons sold an aggregate of 200,000 shares of Common Stock. Represents (i) 34,111 shares of Common Stock sold on behalf of BPE IV (Non-Cdn) GP LP; (ii) 34,171 shares of Common Stock sold on behalf of Brookfield BBP (Canada) L.P.; (iii) 60,735 shares of Common Stock sold on behalf of Brookfield BBP Canada Holdings Inc.; (iv) 3 shares of Common Stock sold on behalf of Brookfield Private Funds Holdings Inc.; (v) 2 shares of Common Stock sold on behalf of BCP IV Bermuda Investor LP and (vi) 70,978 shares of Common Stock sold by BCP GrafTech IV Holdings L.P. on behalf of certain third party limited partners in which the Reporting Persons do not have a pecuniary interest.

F4: Following the Sales, consists of (i) 7,211,220 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 and BCP IV (Cdn Plan) LP and BCP IV Bermuda Investor LP; (ii) 7,223,728 shares of Common Stock held directly by Brookfield BBP (Canada) L.P.; (iii) 12,939,581 shares of Common Stock held directly by Brookfield BBP Canada Holdings Inc.; (iv) 612 shares of Common Stock held directly by Brookfield Private Funds Holdings Inc.; and (v) 471 shares of Common Stock held directly by BCP IV Bermuda Investor LP.

F5: Brookfield Corporation ("BN"), by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares.

F6: BPE IV (Non-Cdn) GP LP, Brookfield Capital Partners Ltd., BCP GP Limited, Brookfield Private Equity Group Holdings LP, Brookfield Private Equity Inc. and BN, 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 BN, 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.

F7: Brookfield Private Equity Holdings LLC, Brookfield US Inc. and BN, 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 BN, 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.

F8: Brookfield Business L.P., Brookfield Business Partners L.P., Brookfield Business Partners Limited and BN, 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 Capital Partners Ltd., BCP GP Limited, Brookfield Private Equity Group Holdings LP, Brookfield Private Equity Inc. and BN, 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.

F9: 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.