| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | EAF | Common Stock | Sale | -$2.28 M | -1.04 M | -3.8% | $2.20 | 26.2 M | Jan 2, 2024 | See Explanation of Responses | F1, F2, F3, F4, F5, F6, F7, F8 |
| transaction | EAF | Common Stock | Sale | -$2.29 M | -1.04 M | -3.96% | $2.20 | 25.2 M | Jan 2, 2024 | See Explanation of Responses | F1, F2, F3, F4, F5, F6, F7, F8 |
| transaction | EAF | Common Stock | Sale | -$4.06 M | -1.85 M | -7.33% | $2.20 | 23.4 M | Jan 2, 2024 | See Explanation of Responses | F1, F2, F3, F4, F5, F6, F7, F8 |
| transaction | EAF | Common Stock | Sale | -$194 | -88 | 0% | $2.20 | 23.4 M | Jan 2, 2024 | See Explanation of Responses | F1, F2, F3, F4, F5, F6, F7, F8 |
| transaction | EAF | Common Stock | Sale | -$150 | -68 | 0% | $2.20 | 23.4 M | Jan 2, 2024 | See Explanation of Responses | F1, F2, F3, F4, F5, F6, F7, F8 |
BCP GP Ltd is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | The sales reported in this Form 4 (the "Sales") were effected pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"). |
| F2 | On January 2, 2024, the Reporting Persons sold an aggregate of 6,100,000 shares of Common Stock. Represents (i) 1,037,120 of Common Stock sold on behalf of BPE IV (Non-Cdn) GP LP; (ii) 1,038,919 shares of Common Stock sold on behalf of Brookfield BBP (Canada) L.P.; (iii) 1,846,591 shares of Common Stock sold on behalf of Brookfield BBP Canada Holdings Inc.; (iv) 88 shares of Common Stock sold on behalf of Brookfield Private Funds Holdings Inc.; (v) 68 shares of Common Stock sold on behalf of BCP IV Bermuda Investor LP and (vi) 2,177,214 shares of Common Stock sold by BCP GrafTech IV Holdings L.P. on behalf of certain third party limited partners in which the Reporting Persons do not have a pecuniary interest. |
| F3 | Following the Sales, consists of (i) 6,174,100 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 and BCP IV (Cdn Plan) LP and BCP IV Bermuda Investor LP; (ii) 6,184,809 shares of Common Stock held directly by Brookfield BBP (Canada) L.P.; (iii) 10,992,990 shares of Common Stock held directly by Brookfield BBP Canada Holdings Inc.; (iv) 524 shares of Common Stock held directly by Brookfield Private Funds Holdings Inc.; and (v) 403 shares of Common Stock held directly by BCP IV Bermuda Investor LP. The amount of securities beneficially owned by the Reporting Persons does not include the shares of Common Stock distributed pro rata, for no consideration, on December 14, 2023 to certain third party limited partners in which the Reporting Persons do not have a pecuniary interest. |
| F4 | Brookfield Corporation ("BN"), by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares. |
| F5 | BPE IV (Non-Cdn) GP LP, Brookfield Capital Partners Ltd., BCP GP Limited, Brookfield Private Equity Group Holdings LP, Brookfield Private Equity Inc. and BN, by virtue of their relationships with BCP IV, may be deemed to share beneficial ownership in the shares held directly by BCP IV. Brookfield Capital Partners Ltd., BCP GP Limited, Brookfield Private Equity Group Holdings LP, Brookfield Private Equity Inc. and BN, 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. |
| F6 | Brookfield Private Equity Holdings LLC, Brookfield US Inc. and BN, 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 BN, 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. |
| F7 | Brookfield Business L.P., Brookfield Business Partners L.P., Brookfield Business Partners Limited and BN, 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 Capital Partners Ltd., BCP GP Limited, Brookfield Private Equity Group Holdings LP, Brookfield Private Equity Inc. and BN, 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. |
| F8 | 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. |
This filing constitutes an exit filing for the Reporting Persons, as the Reporting Persons are no longer subject to Section 16 of the Exchange Act as a result of the Sales described above. 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 3 of 3.