Edgar Filing: BCP GP Ltd

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BCP GP Ltd

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

(Last)

(First)

(Middle)

C/O BROOKFIELD ASSET MANAGEMENT INC., 181 BAY ST, STE. 300

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2018

(Street)

TORONTO, A6 M5J2T3

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/13/2018		S		23,000,000	D	$ 20	241,128,398	I	See Explanation of Responses ⁽¹⁾ ⁽²⁾ ⁽⁴⁾
Common Stock	08/13/2018		S		11,688,311	D	$ 19.25	229,440,087	I	See Explanation of Responses ⁽¹⁾ ⁽³⁾ ⁽⁴⁾

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BCP GP Ltd C/O BROOKFIELD ASSET MANAGEMENT INC. 181 BAY ST, STE. 300 TORONTO, A6 M5J2T3	X	X		See Remarks
Brookfield Capital Partners Ltd. C/O BROOKFIELD ASSET MANAGEMENT INC. 181 BAY ST, STE. 300 TORONTO, A6 M5J2T3	X	X
BPE IV (Non-Cdn) C/O BROOKFIELD ASSET MANAGEMENT INC. 181 BAY ST, STE. 300 TORONTO, A6 M5J2T3	X	X
BCP IV GrafTech Holdings L.P. C/O BROOKFIELD ASSET MANAGEMENT INC. 181 BAY ST, STE. 300 TORONTO, A6 M5J2T3	X	X

Signatures

/s/ AJ Silber, as Vice President of BCP GP LTD		08/14/2018
^**Signature of Reporting Person		Date
/s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd.		08/14/2018
^**Signature of Reporting Person		Date
/s/ AJ Silber, as Officer of BPE IV (Non-Cdn) GP LP, general partner of BCP IV GrafTech Holdings L.P.		08/14/2018
^**Signature of Reporting Person		Date
/s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., general partner of BPE IV (Non-Cdn) GP LP		08/14/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Common Stock held directly by BCP IV GrafTech Holdings LP ("BCP IV"), a Delaware limited partnership.
(2)	On August 13, 2018, BCP IV sold 23,000,000 shares of Common Stock in an underwritten public secondary offering (the "Offering").
(3)	On August 13, 2018, GrafTech International Ltd. ("Issuer") repurchased, directly from BCP IV, 11,688,311 shares of Common Stock. The price per share paid by the Issuer is equal to the price paid by the underwriters in the Offering, net of underwriting commissions and discounts.
(4)	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, Jeffrey C. Dutton and Denis A. Turcotte, Managing Partners of Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario, 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.

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