GRAFTECH INTERNATIONAL LTD — Director's Dealing 2023

Dec 20, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAFTECH INTERNATIONAL LTD (EAF)
CIK: 0000931148
Period of Report: 2023-12-15

Reporting Person: BCP GP Ltd (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
2023-12-15	Common Stock	S	35084	$2.4737	Disposed	30466098	Indirect
2023-12-15	Common Stock	S	35145	$2.4737	Disposed	30430953	Indirect
2023-12-15	Common Stock	S	62466	$2.4737	Disposed	30368487	Indirect
2023-12-15	Common Stock	S	3	$2.4737	Acquired	30368484	Indirect
2023-12-15	Common Stock	S	2	$2.4737	Disposed	30368482	Indirect
2023-12-18	Common Stock	S	102333	$2.2379	Disposed	30226149	Indirect
2023-12-18	Common Stock	S	102512	$2.2379	Disposed	30163637	Indirect
2023-12-18	Common Stock	S	182207	$2.2379	Disposed	29981430	Indirect
2023-12-18	Common Stock	S	9	$2.2379	Disposed	29981421	Indirect
2023-12-18	Common Stock	S	7	$2.2379	Disposed	29981414	Indirect
2023-12-19	Common Stock	S	102333	$2.2217	Disposed	29879081	Indirect
2023-12-19	Common Stock	S	102512	$2.2217	Disposed	29776569	Indirect
2023-12-19	Common Stock	S	182207	$2.2217	Disposed	29594362	Indirect
2023-12-19	Common Stock	S	9	$2.2217	Disposed	29594353	Indirect
2023-12-19	Common Stock	S	7	$2.2217	Disposed	29594346	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 15, 2023, the Reporting Persons sold an aggregate of 205,700 shares of Common Stock. Represents (i) 35,084 shares of Common Stock sold on behalf of BPE IV (Non-Cdn) GP LP; (ii) 35,145 shares of Common Stock sold on behalf of Brookfield BBP (Canada) L.P.; (iii) 62,466 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) 73,000 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 18, 2023, the Reporting Persons sold an aggregate of 600,000 shares of Common Stock. Represents (i) 102,333 shares of Common Stock sold on behalf of BPE IV (Non-Cdn) GP LP; (ii) 102,512 shares of Common Stock sold on behalf of Brookfield BBP (Canada) L.P.; (iii) 182,207 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) 212,932 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: On December 19, 2023, the Reporting Persons sold an aggregate of 600,000 shares of Common Stock. Represents (i) 102,333 shares of Common Stock sold on behalf of BPE IV (Non-Cdn) GP LP; (ii) 102,512 shares of Common Stock sold on behalf of Brookfield BBP (Canada) L.P.; (iii) 182,207 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) 212,932 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.

F5: Following the Sales, consists of (i) 7,824,258 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) 7,837,825 shares of Common Stock held directly by Brookfield BBP (Canada) L.P.; (iii) 13,931,089 shares of Common Stock held directly by Brookfield BBP Canada Holdings Inc.; (iv) 663 shares of Common Stock held directly by Brookfield Private Funds Holdings Inc.; and (v) 511 shares of Common Stock held directly by BCP IV Bermuda Investor LP.

F6: Brookfield Corporation ("BN"), by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares.

F7: 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.

F8: 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.

F9: 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.

F10: 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.