X0306 4 2020-07-22 0000931148 GRAFTECH INTERNATIONAL LTD EAF 0001685160 BCP GP Ltd C/O BROOKFIELD ASSET MANAGEMENT INC. 181 BAY ST, STE. 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true true 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE, 181 BAY STREET SUITE 300 PO BOX 762 NEW YORK NY 10281-1023 true true 0001685158 Brookfield Capital Partners Ltd. C/O BROOKFIELD ASSET MANAGEMENT INC. 181 BAY ST, STE. 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true true 0001738295 BPE IV (Non-Cdn) C/O BROOKFIELD ASSET MANAGEMENT INC. 181 BAY ST, STE. 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true true 0001642338 BCP IV GrafTech Holdings L.P. C/O BROOKFIELD ASSET MANAGEMENT INC. 181 BAY ST, STE. 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true true 0001654795 Brookfield Business Partners L.P. 73 FRONT STREET, 5TH FLOOR HAMILTON D0 HM 12 BERMUDA true true 0001685157 Brookfield Private Equity Group Holdings LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true true 0001685113 Brookfield Private Equity Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true true 0001703248 Brookfield Private Equity Holdings LLC BROOKFIELD PLACE 200 VESEY STREET NEW YORK NY 10281-1023 true true 0001768973 Brookfield US Inc. BROOKFIELD PLACE 200 VESEY STREET NEW YORK NY 10281-1023 true true Common Stock 2020-07-22 4 J 0 26820567 D 172395974 I See Explanation of Responses All of the following transactions (the "Distribution Transactions") were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On July 22, 2020, BCP IV GrafTech Holdings L.P. ("BCP IV") distributed, for no consideration, 50,000,000 shares of Common Stock (the "Distributed Shares") to GrafTech Co-Invest L.P. and BCP IV GrafTech LP, its limited partners, and BPE IV (Non-Cdn) GP LP, its general partner, in an amount equal to each such partner's pro rata interest in the shares held by BCP IV. On the same date, GrafTech Co-Invest L.P. distributed, for no consideration, the 7,874,444 shares of Common Stock it received from BCP IV to its limited partners (including Brookfield BBP (Canada) L.P.) in an amount equal to each such partner's pro rata interest in such shares. On the same date, BCP IV GrafTech LP distributed, for no consideration, the 36,220,484 shares of Common Stock it received from BCP IV to its limited partners (including Brookfield Capital Partners IV (CR) L.P. and BCP IV AIV L.P.) in an amount equal to each such partner's pro rata interest in such shares. On the same date, BCP IV AIV L.P., a limited partner of BCP IV GrafTech LP, distributed, for no consideration, the 11,054,446 shares of Common Stock it received from BCP IV GrafTech LP to its limited partner, Brookfield BBP Canada Holdings Inc. On the same date, Brookfield Capital Partners IV (CR) L.P. distributed, for no consideration, 527 shares of the Common Stock it received from BCP IV GrafTech LP to one of its limited partners, Brookfield Private Funds Holdings Inc., as part of a distribution of shares of Common Stock to all limited partners in Brookfield Capital Partners IV (CR) L.P., pro rata to their interest. Of the Distributed Shares, 26,820,567 shares of Common Stock were distributed, for no consideration, to third party limited partners in which Brookfield Asset Management Inc. ("BAM") does not have a pecuniary interest, in an amount equal to each such partner's pro rata interest in such shares. Prior to the Distribution Transactions, consists of Common Stock held directly by BCP IV. Following the Distribution Transactions, consists of (i) 149,216,541 shares of Common Stock held directly by BCP IV; (ii) 5,905,072 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) 6,219,388 shares of Common Stock held directly by Brookfield BBP (Canada) L.P.; (iv) 11,054,446 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. BAM, by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares. 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. 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. 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. 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. This Form 4 is being filed in two parts due to the number of Reporting Persons. Both Filings relate to the Distribution Transactions described above. Part 1 of 2. /s/ AJ Silber, as Director of BCP GP Limited 2020-07-24 /s/ Jessica Diab, as Officer of BROOKFIELD ASSET MANAGEMENT INC. 2020-07-24 /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd. 2020-07-24 /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., general partner of BPE IV (Non-Cdn) GP LP 2020-07-24 /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., general partner of BPE IV (Non-Cdn) GP LP, general partner of BCP IV GrafTech Holdings LP 2020-07-24 /s/ James Bodi, as Officer of Brookfield Business Partners Limited, general partner of Brookfield Business Partners L.P. 2020-07-24 /s/ AJ Silber, as Director of Brookfield Private Equity Inc., the general partner of Brookfield Private Equity Group Holdings LP 2020-07-24 /s/ AJ Silber, as Director of Brookfield Private Equity Inc. 2020-07-24 /s/ Kristen Haase, as Officer of Brookfield Private Equity Holdings LLC 2020-07-24 /s/ Katayoon Sarpash, as Officer of Brookfield US Inc. 2020-07-24