BCP GP Ltd - May 24, 2021 Form 4 Insider Report for GRAFTECH INTERNATIONAL LTD (EAF)

Role: Director, 10%+ Owner
Signature: /s/ AJ Silber, as Director of BCP GP Limited
Stock symbol: EAF
Transactions as of: May 24, 2021
Transactions value $: -$266,200,000
Form type: 4
Date filed: 5/26/2021, 06:04 PM
Previous filing: May 17, 2021
Next filing: Jul 29, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EAF	Common Stock	Sale	-$266M	-20M	-23.55%	$13.31	64.9M	May 24, 2021	See Explanation of Responses	F1, F2, F3, F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On May 24, 2021, BCP IV GrafTech Holdings LP agreed to sell a total of 20,000,000 shares of Common Stock in an underwritten public secondary offering (the "Offering").
F2	Following the Offering, consists of (i) 64,942,043 shares of Common Stock held directly by BCP IV GrafTech Holdings LP; and (ii) 527 shares of Common Stock held directly by BCP IV Bermuda Investor LP.
F3	Brookfield Asset Management Inc., by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares.
F4	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.
F5	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 Bermuda Investor LP, may be deemed to share beneficial ownership in the shares held directly by BCP IV Bermuda Investor LP.
F6	Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (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.

Remarks:

This Form 4 is being filed in three parts due to the number of Reporting Persons. All three Filings relate to the Offering described above in Table I. Part 2 of 3.