Sec Form 4 Filing - BCP GP Ltd @ GRAFTECH INTERNATIONAL LTD - 2023-12-14

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) _____ 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) 12/14/2023 (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 12/14/2023 J 33,473,396 ( 4 ) D 30,501,182 ( 5 ) ( 6 ) I See Explanation of Responses ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 )

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 Brookfield Private Funds Holdings Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 X Brookfield BBP Canadian GP L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 X Brookfield Business L.P. 73 FRONT STREET, 5TH FLOOR HAMILTON, D0HM 12 X Brookfield Business Partners Ltd 73 FRONT STREET, 5TH FLOOR HAMILTON, D0HM 12 X BCP IV (US Plan) LP BROOKFIELD PLACE 200 VESEY STREET NEW YORK, NY10281-1023 X BCP IV (UK Plan) LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 X BCP IV (Cdn Plan) LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 X BCP IV Bermuda Investor LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 X Brookfield BBP (Canada) L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 X Signatures /s/ AJ Silber, as Director of BCP GP Limited 12/15/2023 Signature of Reporting Person Date /s/ Katayoon Sarpash, as Officer of Brookfield Private Funds Holdings Inc. 12/15/2023 Signature of Reporting Person Date /s/ AJ Silber, as Officer of Brookfield CanGP Limited, as general partner of Brookfield BBP Canadian GP L.P 12/15/2023 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 12/15/2023 Signature of Reporting Person Date /s/ James Bodi, as Officer of Brookfield Business Partners Limited 12/15/2023 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 12/15/2023 Signature of Reporting Person Date /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV (UK Plan) LP 12/15/2023 Signature of Reporting Person Date /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV (Cdn Plan) LP 12/15/2023 Signature of Reporting Person Date s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., as general partner of BCP IV Bermuda Investor LP 12/15/2023 Signature of Reporting Person Date /s/ AJ Silber, as Officer of Brookfield CanGP Limited, as general partner ofBrookfield BBP Canadian GP L.P., as general partner of Brookfield BBP(Canada) L.P. 12/15/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All of the following transactions (the "Distribution Transactions") were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ( 2 )On December 14, 2023, BCP IV GrafTech Holdings L.P. ("BCP IV") distributed, for no consideration, 63,827,726 shares of Common Stock (the "Distributed Shares") to GrafTech Co-Invest L.P. and BCP IV GrafTech LP, its limited partners, and BPE IV (Non-Cdn) GP LP, its general partner, in an amount equal to each such partner's pro rata interest in the shares held by BCP IV. On the same date, GrafTech Co-Invest L.P. distributed, for no consideration, the 9,847,691 shares of Common Stock it received from BCP IV to its limited partners (including Brookfield BBP (Canada) L.P.) in an amount equal to each such partner's pro rata interest in such shares. On the same date, BCP IV GrafTech LP distributed, for no consideration, the 46,062,352 shares of Common Stock it received from BCP IV to its limited partners (including Brookfield Capital Partners IV L.P., Brookfield Capital Partners IV (ER) L.P., Brookfield Capital Partners IV (CR) L.P. and BCP IV AIV L.P.), pro rata to their interest. ( 3 )On the same date, BCP IV AIV L.P., a limited partner of BCP IV GrafTech LP, distributed, for no consideration, the 14,357,969 shares of Common Stock it received from BCP IV GrafTech LP to its limited partner, Brookfield BBP Canada Holdings Inc. On the same date, Brookfield Capital Partners IV (CR) L.P. distributed, for no consideration, 684 shares of the Common Stock it received from BCP IV GrafTech LP to one of its limited partners, Brookfield Private Funds Holdings Inc., as part of a distribution of shares of Common Stock to all limited partners in Brookfield Capital Partners IV (CR) L.P., pro rata to their interest. ( 4 )Of the Distributed Shares, 33,473,396 shares of Common Stock were distributed, for no consideration, to third party limited partners in which Brookfield Corporation ("BN") does not have a pecuniary interest, in an amount equal to each such partner's pro rata interest in such shares. ( 5 )Prior to the Distribution Transactions, consists of (i) 63,827,726 shares of Common Stock held directly by BCP IV; (ii) 146,325 shares of Common Stock held by BPE IV (Non-Cdn) GP LP, 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; and (iii) 527 shares of Common Stock held directly by BCP IV Bermuda Investor LP. ( 6 )Following the Distribution Transactions, consists of (i) nil shares of Common Stock held directly by BCP IV; (ii) 8,064,008 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.; (iii) 8,077,994 shares of Common Stock held directly by Brookfield BBP (Canada) L.P.; (iv) 14,357,969 shares of Common Stock held directly by Brookfield BBP Canada Holdings Inc.; (v) 684 shares of Common Stock held directly by Brookfield Private Funds Holdings Inc.; and (vi) 527 shares of Common Stock held directly by BCP IV Bermuda Investor LP. ( 7 )BN, by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares. ( 8 )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. ( 9 )Brookfield Private Equity Holdings LLC, Brookfield US Inc. and BN, by virtue of their relationships with BCP IV (US Pla n) 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. ( 10 )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. ( 11 )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 Distribution Transactions 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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