SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BCP IV GrafTech Holdings L.P.

(Last) (First) (Middle)
BROOKFIELD PLACE, SUITE 300,
181 BAY STREET

(Street)
TORONTO A6 M5J 2T3

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GRAFTECH INTERNATIONAL LTD [ GTI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 08/14/2015 P(1) 116,266,327 A $5.05 116,266,327 I See Footnote(2)
Common Stock, par value $0.01 per share 08/17/2015 P(3) 23,602,391 A $5.05 139,868,778(4)(5) I See Footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
BCP IV GrafTech Holdings L.P.

(Last) (First) (Middle)
BROOKFIELD PLACE, SUITE 300,
181 BAY STREET

(Street)
TORONTO A6 M5J 2T3

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Athena Acquisition Subsidiary Inc.

(Last) (First) (Middle)
2711 CENTERVILLE ROAD, SUITE 400

(Street)
WILMINGTON DE 19808

(City) (State) (Zip)
Explanation of Responses:
1. Shares of Common Stock, par value $0.01 per share (the "Shares"), of the Issuer acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of May 17, 2015 (the "Merger Agreement"), by and among BCP IV GrafTech Holdings LP ("BCP IV"), Athena Acquisition Subsidiary Inc., a direct wholly owned subsidiary of BCP IV ("Acquisition Sub"), and the Issuer (such tender offer, the "Offer").
2. Directly held by Acquisition Sub. Acquisition Sub is a direct wholly owned subsidiary of BCP IV. BCP IV may be deemed to have indirect beneficial ownership of the shares held by Acquisition Sub.
3. Reflects all of the outstanding shares of the Issuer not tendered in the Offer, which may be deemed to have been acquired by BCP IV and Acquisition Sub pursuant to the consummation of the transactions contemplated by the Merger Agreement.
4. Acquisition Sub was merged with and into the Issuer, with the Issuer surviving the Merger as a direct wholly owned subsidiary of BCP IV pursuant to a "back-end merger" under Delaware law (the "Merger"). At the effective time of the Merger, all of the Issuer's common stock held by BCP IV and Acquisition Sub was canceled. At the effective time of the Merger, each share of Acquisition Sub was converted into a share of the surviving company's stock, such that following the Merger, BCP IV beneficially owned 100 shares of the surviving company.
5. Pursuant to the Merger Agreement, at the expiration of the Offer, BCP IV transferred its interest in the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock it owned to Acquisition Sub. At the effective time of the Merger, all of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock held by Acquisition Sub was canceled.
Remarks:
Exhibit List: Exhibit 99.1 - Joint Filer Information; Exhibit 99.2 - Joint Filer Signatures
See Exhibit 99.2 for signatures 08/18/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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