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Sec Form 4 Filing - BCP GP Ltd @ GRAFTECH INTERNATIONAL LTD - 2020-10-08

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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
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 *
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)
10/08/2020
(Street)
TORONTO, A6M5J2T3
4. If Amendment, Date Original Filed (MM/DD/YY)
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 10/08/2020 S 34,648 ( 1 ) D $ 7.3824 ( 2 ) 172,361,326 I See Explanation of Responses ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 16 )
Common Stock 10/08/2020 S 36,492 ( 1 ) D $ 7.3824 ( 3 ) 172,324,834 I See Explanation of Responses ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 16 )
Common Stock 10/08/2020 S 64,862 ( 1 ) D $ 7.3824 ( 4 ) 172,259,972 I See Explanation of Responses ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 16 )
Common Stock 10/09/2020 S 37,233 ( 1 ) D $ 7.3634 ( 5 ) 172,222,739 I See Explanation of Responses ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 16 )
Common Stock 10/09/2020 S 39,216 ( 1 ) D $ 7.3634 ( 6 ) 172,183,523 I See Explanation of Responses ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 16 )
Common Stock 10/09/2020 S 69,703 ( 1 ) D $ 7.3634 ( 7 ) 172,113,820 I See Explanation of Responses ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 16 )
Common Stock 10/12/2020 S 34,393 ( 1 ) D $ 7.3487 ( 8 ) 172,079,427 I See Explanation of Responses ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 16 )
Common Stock 10/12/2020 S 36,223 ( 1 ) D $ 7.3487 ( 9 ) 172,043,204 I See Explanation of Responses ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 16 )
Common Stock 10/12/2020 S 64,384 ( 1 ) D $ 7.3487 ( 10 ) 171,978,820 ( 11 ) I See Explanation of Responses ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 16 )
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 Private Funds Holdings Inc.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6M5J2T3
X X
Brookfield BBP Canadian GP L.P.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6M5J2T3
X X
Brookfield Business L.P.
73 FRONT STREET, 5TH FLOOR
HAMILTON, D0HM 12
X X
Brookfield Business Partners Ltd
73 FRONT STREET, 5TH FLOOR
HAMILTON, D0HM 12
X X
BCP IV (US Plan) LP
BROOKFIELD PLACE
200 VESEY STREET
NEW YORK, NY10281-1023
X X
BCP IV (UK Plan) LP
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6M5J2T3
X X
BCP IV (Cdn Plan) LP
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6M5J2T3
X X
BCP IV Bermuda Investor LP
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO, A6M5J2T3
X X
Signatures
/s/ AJ Silber, as Director of BCP GP Limited 10/13/2020
** Signature of Reporting Person Date
/s/ Katayoon Sarpash, as Officer of Brookfield Private Funds Holdings Inc. 10/13/2020
** Signature of Reporting Person Date
/s/ AJ Silber, as Officer of Brookfield CanGP Limited, as general partner of Brookfield BBP Canadian GP L.P. 10/13/2020
** Signature of Reporting Person Date
/s/ James Bodi, as Officer of Brookfield Business Partners Limited, as general partner of Brookfield Business Partners L.P., as general partner of Brookfield Business L.P. 10/13/2020
** Signature of Reporting Person Date
/s/ James Bodi, as Officer of Brookfield Business Partners Limited 10/13/2020
** Signature of Reporting Person Date
/s/ Kristen Haase, as Officer of Brookfield Private Equity Holdings LLC, as general partner of BCP IV (US Plan) LP 10/13/2020
** Signature of Reporting Person Date
/s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV (UK Plan) LP 10/13/2020
** Signature of Reporting Person Date
/s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV (Cdn Plan) LP 10/13/2020
** Signature of Reporting Person Date
/s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV Bermuda Investor LP 10/13/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 (the "Sales") were effected pursuant to a Rule 10b5-1 trading plan adopted by BPE IV (Non-Cdn) GP LP, Brookfield BBP (Canada) L.P. and Brookfield BBP Canada Holdings Inc.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold on behalf of BPE IV (Non-Cdn) GP LP in multiple transactions at prices ranging from $7.25 to $7.46 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP (Canada) L.P. in multiple transactions at prices ranging from $7.25 to $7.46 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP Canada Holdings Inc. in multiple transactions at prices ranging from $7.25 to $7.46 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold on behalf of BPE IV (Non-Cdn) GP LP in multiple transactions at prices ranging from $7.28 to $7.57 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 6 )The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP (Canada) L.P. in multiple transactions at prices ranging from $7.28 to $7.57inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP Canada Holdings Inc. in multiple transactions at prices ranging from $7.28 to $7.57 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 8 )The price reported in Column 4 is a weighted average price. These shares were sold on behalf of BPE IV (Non-Cdn) GP LP in multiple transactions at prices ranging from $7.17 to $7.43 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 9 )The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP (Canada) L.P. in multiple transactions at prices ranging from $7.17 to $7.43 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 10 )The price reported in Column 4 is a weighted average price. These shares were sold on behalf of Brookfield BBP Canada Holdings Inc. in multiple transactions at prices ranging from $7.17 to $7.43 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 11 )Following the Sales, consists of (i) 149,216,541 shares of Common Stock held directly by BCP IV; (ii) 5,798,798 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, BCP IV (Cdn Plan) LP and BCP IV Bermuda Investor LP; (iii) 6,107,457 shares of Common Stock held directly by Brookfield BBP (Canada) L.P.; (iv) 10,855,497 shares of Common Stock held directly by Brookfield BBP Canada Holdings Inc.; and (v) 527 shares of Common Stock held directly by Brookfield Private Funds Holdings Inc.
( 12 )BAM, by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares.
( 13 )BPE IV (Non-Cdn) GP LP, Brookfield Capital Partners Ltd., BCP GP Limited, Brookfield Private Equity Group Holdings LP, Brookfield Private Equity Inc. and BAM, 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 BAM, 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.
( 14 )Brookfield Private Equity Holdings LLC, Brookfield US Inc. and BAM, 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 BAM, 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.
( 15 )Brookfield Business L.P., Brookfield Business Partners L.P., Brookfield Business Partners Limited and BAM, 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. BAM, by virtue of its relationship with Brookfield Private Funds Holdings Inc., may be deemed to share beneficial ownership in the shares held directly by Brookfield Private Funds Holdings Inc.
( 16 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of 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 Sales described above in Table I. Part 2 of 3.

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.