Sec Form 5 Filing - BCP GP Ltd @ GRAFTECH INTERNATIONAL LTD - 2020-12-31

FORM 5 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) 12/31/2020 (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 11/13/2020 L( 1 ) V 527 A $ 7.4068 147,742,570 ( 2 ) I See Explanation of Responses ( 3 ) ( 4 ) ( 5 ) ( 6 )

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 02/12/2021 Signature of Reporting Person Date /s/ Katayoon Sarpash, as Officer of Brookfield Private Funds Holdings Inc. 02/12/2021 Signature of Reporting Person Date /s/ AJ Silber, as Officer of Brookfield CanGP Limited, as general partner of Brookfield BBP Canadian GP L.P. 02/12/2021 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. 02/12/2021 Signature of Reporting Person Date /s/ James Bodi, as Officer of Brookfield Business Partners Limited 02/12/2021 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 02/12/2021 Signature of Reporting Person Date /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV (UK Plan) LP 02/12/2021 Signature of Reporting Person Date /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV (Cdn Plan) LP 02/12/2021 Signature of Reporting Person Date /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV Bermuda Investor LP 02/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )BCP IV Bermuda Investor LP acquired these shares from Brookfield Private Funds Holdings Inc. in a transaction that was considered a "small acquisition" within the meaning of Rule 16a-6 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ( 2 )Consists of (i) 147,742,043 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. ( 3 )Brookfield Asset Management Inc., by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares. ( 4 )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. ( 5 )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. ( 6 )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 5 is being filed in three parts due to the number of Reporting Persons. All three Filings relate to the transaction 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).

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