GRAFTECH INTERNATIONAL LTD — Director's Dealing 2023

Dec 22, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAFTECH INTERNATIONAL LTD (EAF)
CIK: 0000931148
Period of Report: 2023-12-20

Reporting Person: BCP GP Ltd (N/A)
Reporting Person: Brookfield Private Funds Holdings Inc. (N/A)
Reporting Person: Brookfield BBP Canadian GP L.P. (N/A)
Reporting Person: Brookfield Business L.P. (N/A)
Reporting Person: Brookfield Business Partners Ltd (N/A)
Reporting Person: BCP IV (US Plan) LP (N/A)
Reporting Person: BCP IV (UK Plan) LP (N/A)
Reporting Person: BCP IV (Cdn Plan) LP (N/A)
Reporting Person: BCP IV Bermuda Investor LP (N/A)
Reporting Person: Brookfield BBP (Canada) L.P. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-20	Common Stock	S	59695	$2.1773	Disposed	29534651	Indirect
2023-12-20	Common Stock	S	59799	$2.1773	Disposed	29474852	Indirect
2023-12-20	Common Stock	S	106287	$2.1773	Disposed	29368565	Indirect
2023-12-20	Common Stock	S	5	$2.1773	Disposed	29368560	Indirect
2023-12-20	Common Stock	S	4	$2.1773	Disposed	29368556	Indirect
2023-12-21	Common Stock	S	126949	$2.0347	Disposed	29241607	Indirect
2023-12-21	Common Stock	S	127165	$2.0347	Disposed	29114442	Indirect
2023-12-21	Common Stock	S	226027	$2.0347	Disposed	28888415	Indirect
2023-12-21	Common Stock	S	10	$2.0347	Disposed	28888405	Indirect
2023-12-21	Common Stock	S	8	$2.0347	Disposed	28888397	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 20, 2023, the Reporting Persons sold an aggregate of 350,000 shares of Common Stock. Represents (i) 59,695 of Common Stock sold on behalf of BPE IV (Non-Cdn) GP LP; (ii) 59,799 shares of Common Stock sold on behalf of Brookfield BBP (Canada) L.P.; (iii) 106,287 shares of Common Stock sold on behalf of Brookfield BBP Canada Holdings Inc.; (iv) 5 shares of Common Stock sold on behalf of Brookfield Private Funds Holdings Inc.; (v) 4 shares of Common Stock sold on behalf of BCP IV Bermuda Investor LP and (vi) 124,210 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 21, 2023, the Reporting Persons sold an aggregate of 744,300 shares of Common Stock. Represents (i) 126,949 shares of Common Stock sold on behalf of BPE IV (Non-Cdn) GP LP; (ii) 127,165 shares of Common Stock sold on behalf of Brookfield BBP (Canada) L.P.; (iii) 226,027 shares of Common Stock sold on behalf of Brookfield BBP Canada Holdings Inc.; (iv) 10 shares of Common Stock sold on behalf of Brookfield Private Funds Holdings Inc.; (v) 8 shares of Common Stock sold on behalf of BCP IV Bermuda Investor LP and (vi) 264,141 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) 7,637,614 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) 7,650,861 shares of Common Stock held directly by Brookfield BBP (Canada) L.P.; (iii) 13,698,775 shares of Common Stock held directly by Brookfield BBP Canada Holdings Inc.; (iv) 648 shares of Common Stock held directly by Brookfield Private Funds Holdings Inc.; and (v) 499 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.