BCP IV GrafTech Form 4 GRAFTECH INTERNATIONAL / IV (Non-Cdn) BPE ownership change

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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OMB Number:	3235-0287
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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 GP Ltd

(Last) (First) (Middle)

C/O BROOKFIELD ASSET MANAGEMENT INC.

181 BAY ST, STE. 300

(Street)

TORONTO A6 M5J2T3

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GRAFTECH INTERNATIONAL LTD [ EAF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2018

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	04/23/2018		S		35,000,000	D	$15	267,225,923	I	See Explanation of Responses(1)(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 GP Ltd

(Last) (First) (Middle)

C/O BROOKFIELD ASSET MANAGEMENT INC.

181 BAY ST, STE. 300

(Street)

TORONTO A6 M5J2T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Capital Partners Ltd.

(Last) (First) (Middle)

C/O BROOKFIELD ASSET MANAGEMENT INC.

181 BAY ST, STE. 300

(Street)

TORONTO A6 M5J2T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BPE IV (Non-Cdn)

(Last) (First) (Middle)

C/O BROOKFIELD ASSET MANAGEMENT INC.

181 BAY ST, STE. 300

(Street)

TORONTO A6 M5J2T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCP IV GrafTech Holdings L.P.

(Last) (First) (Middle)

C/O BROOKFIELD ASSET MANAGEMENT INC.

181 BAY ST, STE. 300

(Street)

TORONTO A6 M5J2T3

(City) (State) (Zip)

Explanation of Responses:

1. Common Stock held directly by BCP IV GrafTech Holdings LP ("BCP IV"), a Delaware limited partnership.

2. Each of the Reporting Persons, as an indirect parent of BCP IV, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock that are directly beneficially owned by BCP IV. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock held by BCP IV is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock that is beneficially owned by BCP IV, except to the extent of any indirect pecuniary interest therein.

Remarks:

Ron A. Bloom and Denis A. Turcotte, Managing Partners of Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario ("BAM"), and Jeffrey C. Dutton, a Senior Vice President of BAM, serve on the board of directors of the Issuer as representatives of BCP IV and certain of its affiliates, including the Reporting Persons. Each of Messrs. Bloom, Turcotte and Dutton disclaim beneficial ownership of all the securities that are or may be beneficially owned by BCP IV or any of its affiliates. Each of the Reporting Persons may be deemed a "director by deputization" by virtue of BCP IV's contractual right to appoint directors to the board of directors of the Issuer.

	/s/ AJ Silber, as Vice President of BCP GP LTD	04/25/2018
	/s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd.	04/25/2018
	/s/ AJ Silber, as Officer of BPE IV (Non-Cdn) GP LP, general partner of BCP IV GrafTech Holdings L.P.	04/25/2018
	/s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., general partner of BPE IV (Non-Cdn) GP LP	04/25/2018
	** 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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