X0306 4 2020-10-16 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 0001504723 Brookfield Private Funds Holdings Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true true 0001819104 Brookfield BBP Canadian GP L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true true 0001819046 Brookfield Business L.P. 73 FRONT STREET, 5TH FLOOR HAMILTON D0 HM 12 BERMUDA true true 0001819045 Brookfield Business Partners Ltd 73 FRONT STREET, 5TH FLOOR HAMILTON D0 HM 12 BERMUDA true true 0001819076 BCP IV (US Plan) LP BROOKFIELD PLACE 200 VESEY STREET NEW YORK NY 10281-1023 true true 0001819087 BCP IV (UK Plan) LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true true 0001819093 BCP IV (Cdn Plan) LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true true 0001819102 BCP IV Bermuda Investor LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true true Common Stock 2020-10-16 4 S 0 34902 7.2644 D 171532815 I See Explanation of Responses Common Stock 2020-10-16 4 S 0 36760 7.2644 D 171496055 I See Explanation of Responses Common Stock 2020-10-16 4 S 0 65338 7.2644 D 171430717 I See Explanation of Responses Common Stock 2020-10-19 4 S 0 27253 7.0489 D 171403464 I See Explanation of Responses Common Stock 2020-10-19 4 S 0 28703 7.0489 D 171374761 I See Explanation of Responses Common Stock 2020-10-19 4 S 0 51017 7.0489 D 171323744 I See Explanation of Responses Common Stock 2020-10-20 4 S 0 23982 7.0357 D 171299762 I See Explanation of Responses Common Stock 2020-10-20 4 S 0 25258 7.0357 D 171274504 I See Explanation of Responses Common Stock 2020-10-20 4 S 0 44895 7.0357 D 171229609 I See Explanation of Responses 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. 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 $7.08 to $7.47 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. 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 $7.08 to $7.47 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. 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 $7.08 to $7.47 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. 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 $7.17 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. 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 $7.17 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. 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 $7.17 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. 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 $7.16 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. 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 $7.16 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. 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 $7.16 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. Following the Sales, consists of (i) 149,216,541 shares of Common Stock held directly by BCP IV GrafTech Holdings LP; (ii) 5,607,928 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) 5,906,429 shares of Common Stock held directly by Brookfield BBP (Canada) L.P.; (iv) 10,498,184 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. Brookfield Asset Management Inc., 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 Brookfield Asset Management Inc., by virtue of their relationships with BCP IV GrafTech Holdings LP, may be deemed to share beneficial ownership in the shares held directly by BCP IV GrafTech Holdings LP. Brookfield Capital Partners Ltd., BCP GP Limited, Brookfield Private Equity Group Holdings LP, Brookfield Private Equity Inc. and Brookfield Asset Management Inc., 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 Brookfield Asset Management Inc., 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 Brookfield Asset Management Inc., 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 Brookfield Asset Management Inc., 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 Asset Management Inc., 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 three parts due to the number of Reporting Persons. All three Filings relate to the Sales described above in Table I. Part 2 of 3. /s/ AJ Silber, as Director of BCP GP Limited 2020-10-20 /s/ Katayoon Sarpash, as Officer of Brookfield Private Funds Holdings Inc. 2020-10-20 /s/ AJ Silber, as Officer of Brookfield CanGP Limited, as general partner of Brookfield BBP Canadian GP L.P. 2020-10-20 /s/ James Bodi, as Officer of Brookfield Business Partners Limited, as general partner of Brookfield Business Partners L.P., as general partner of Brookfield Business L.P. 2020-10-20 /s/ James Bodi, as Officer of Brookfield Business Partners Limited 2020-10-20 /s/ Kristen Haase, as Officer of Brookfield Private Equity Holdings LLC, as general partner of BCP IV (US Plan) LP 2020-10-20 /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV (UK Plan) LP 2020-10-20 /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV (Cdn Plan) LP 2020-10-20 /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV Bermuda Investor LP 2020-10-20