Sec Form 4/A Filing - Dee Michael E @ Graf Industrial Corp. - 2018-10-26

FORM 4/A 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 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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1. Name and Address of Reporting Person Dee Michael E 2. Issuer Name and Ticker or Trading Symbol Graf Industrial Corp. [ GRAF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CFO (Last) (First) (Middle) C/O GRAF INDUSTRIAL CORP., 118 VINTAGE PARK BLVD., SUITE W-222 3. Date of Earliest Transaction (MM/DD/YY) 10/26/2018 (Street) HOUSTON, TX77070 4. If Amendment, Date Original Filed (MM/DD/YY) 01/14/2019 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/30/2018 J( 1 ) 50,000 ( 1 ) ( 3 ) A 50,018 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Public Warrants (right to buy) $ 11.5 ( 2 ) 10/26/2018 P 270,500 ( 3 ) ( 4 ) ( 5 ) Common Stock 135,250 ( 2 ) $ 0.49 305,984 D Public Warrants (right to buy) $ 11.5 ( 2 ) 10/29/2018 P 10,600 ( 3 ) ( 4 ) ( 5 ) Common Stock 5,300 ( 2 ) $ 0.5 316,584 D Public Warrants (right to buy) $ 11.5 ( 2 ) 10/30/2018 P 118,900 ( 3 ) ( 4 ) ( 5 ) Common Stock 59,450 ( 2 ) $ 0.5 435,484 D Public Warrants (right to buy) $ 11.5 ( 2 ) 10/30/2018 J( 1 ) 50,000 ( 1 ) ( 3 ) ( 4 ) ( 5 ) Common Stock 25,000 ( 2 ) ( 1 ) 485,484 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dee Michael E C/O GRAF INDUSTRIAL CORP. 118 VINTAGE PARK BLVD., SUITE W-222 HOUSTON, TX77070 X President and CFO Signatures /s/ Michael Dee 02/15/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities were initially reported on the Reporting Person's Form 4, filed with the Securities and Exchange Commission (the "SEC") on October 31, 2018, as being included within the Issuer's units purchased by the Reporting Person for $10 per unit. Each unit consisted of one share of common stock and one public warrant, each of which is exercisable to purchase one-half of one share, or three-quarters of one share, of the Issuer's common stock at $11.50 per whole share, subject to adjustment, as described under the heading "Description of Securities - Redeemable Warrants - Public Stockholders' Warrants" in the Issuer's Registration Statement on Form S-1 (File No. 333-227396) (the "Registration Statement"). On October 30, 2018, the units separated into their component parts. ( 2 )Each public warrant is exercisable to purchase one-half of one share, or three-quarters of one share, of the Issuer's common stock at $11.50 per whole share, subject to adjustment as described under the heading "Description of Securities - Redeemable Warrants - Public Stockholders' Warrants" in the Registration Statement. ( 3 )These securities were omitted from the Reporting Person's Form 4, originally filed with the SEC on January 14, 2019, and the Reporting Person's subsequent Form 4s. ( 4 )The public warrants will become exercisable beginning on the later of October 18, 2019 or 30 days after the completion of the Issuer's initial business combination as described under the heading "Description of Securities - Redeemable Warrants - Public Stockholders' Warrants" in the Registration Statement. ( 5 )The public warrants will expire five years after the completion of the Company's initial business combination or earlier upon redemption or liquidation as described under the heading "Description of Securities - Redeemable Warrants - Public Stockholders' Warrants" in the Registration Statement.

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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