Sec Form 3/A Filing - BCP GP Ltd @ GRAFTECH INTERNATIONAL LTD - 2018-04-18

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3/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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
(Last) (First) (Middle)
C/O BROOKFIELD ASSET MANAGEMENT INC.,, 181 BAY ST., STE. 300
3. Date of Earliest Transaction (MM/DD/YY)
04/18/2018
(Street)
TORONTO, A6M5J2T3
4. If Amendment, Date Original Filed (MM/DD/YY)
04/18/2018
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 (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 302,225,923 I See Explanation of Reponses ( 1 ) ( 2 ) ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BCP GP Ltd
C/O BROOKFIELD ASSET MANAGEMENT INC.,
181 BAY ST., STE. 300
TORONTO, A6M5J2T3
X X
Brookfield Capital Partners Ltd.
C/O BROOKFIELD ASSET MANAGEMENT INC.,
181 BAY ST., STE. 300
TORONTO, A6M5J2T3
X X
BCP IV GrafTech Holdings L.P.
C/O BROOKFIELD ASSET MANAGEMENT INC.,
181 BAY ST., STE. 300
TORONTO, A6M5J2T3
X X
BPE IV (Non-Cdn)
C/O BROOKFIELD ASSET MANAGEMENT INC.,
181 BAY ST., STE. 300
TORONTO, A6M5J2T3
X X
Signatures
BCP GP Limited Name: AJ Silber Title: Vice President 04/23/2018
Signature of Reporting Person Date
Brookfield Capital Partners Ltd. Name: AJ Silber Title: Officer 04/23/2018
Signature of Reporting Person Date
By: Brookfield Capital Partners Ltd., its general partner /s/ AJ Silber, Officer 04/23/2018
Signature of Reporting Person Date
By: BPE IV (Non-Cdn) GP LP, its general partner, By: Brookfield Capital Partners Ltd., its general partner, /s/ AJ Silber, Officer 04/23/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 amendment is being filed to include BPE IV (Non-Cdn) GP LP as a Reporting Person, which is the general partner of BCP IV GrafTech Holdings LP.
( 2 )Common Stock held directly by BCP IV GrafTech Holdings LP ("BCP IV"), a Delaware limited partnership.
( 3 )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 5(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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.