Sec Form 4 Filing - BCP GP Ltd @ GRAFTECH INTERNATIONAL LTD - 2023-12-22

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 CORPORATION, 181 BAY ST, STE. 300 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2023 (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 12/22/2023 S 93,807 ( 1 ) ( 2 ) D $ 2.0804 28,794,590 ( 5 ) I See Explanation of Responses ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) Common Stock 12/22/2023 S 93,969 ( 1 ) ( 2 ) D $ 2.0804 28,700,621 ( 5 ) I See Explanation of Responses ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) Common Stock 12/22/2023 S 167,023 ( 1 ) ( 2 ) D $ 2.0804 28,533,598 ( 5 ) I See Explanation of Responses ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) Common Stock 12/22/2023 S 8 ( 1 ) ( 2 ) D $ 2.0804 28,533,590 ( 5 ) I See Explanation of Responses ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) Common Stock 12/22/2023 S 6 ( 1 ) ( 2 ) D $ 2.0804 28,533,584 ( 5 ) I See Explanation of Responses ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) Common Stock 12/26/2023 S 86,439 ( 1 ) ( 3 ) D $ 2.1065 28,447,145 ( 5 ) I See Explanation of Responses ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) Common Stock 12/26/2023 S 86,588 ( 1 ) ( 3 ) D $ 2.1065 28,360,557 ( 5 ) I See Explanation of Responses ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) Common Stock 12/26/2023 S 153,904 ( 1 ) ( 3 ) D $ 2.1065 28,206,653 ( 5 ) I See Explanation of Responses ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) Common Stock 12/26/2023 S 7 ( 1 ) ( 3 ) D $ 2.1065 28,206,646 ( 5 ) I See Explanation of Responses ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) Common Stock 12/26/2023 S 6 ( 1 ) ( 3 ) D $ 2.1065 28,206,640 ( 5 ) I See Explanation of Responses ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) Common Stock 12/27/2023 S 110,863 ( 1 ) ( 4 ) D $ 2.1155 28,095,777 ( 5 ) I See Explanation of Responses ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) Common Stock 12/27/2023 S 111,055 ( 1 ) ( 4 ) D $ 2.1155 27,984,722 ( 5 ) I See Explanation of Responses ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) Common Stock 12/27/2023 S 197,390 ( 1 ) ( 4 ) D $ 2.1155 27,787,332 ( 5 ) I See Explanation of Responses ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) Common Stock 12/27/2023 S 9 ( 1 ) ( 4 ) D $ 2.1155 27,787,323 ( 5 ) I See Explanation of Responses ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) Common Stock 12/27/2023 S 7 ( 1 ) ( 4 ) D $ 2.1155 27,787,316 ( 5 ) I See Explanation of Responses ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )

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 CORPORATION 181 BAY ST, STE. 300 TORONTO, A6M5J2T3 X BROOKFIELD Corp /ON/ BROOKFIELD PLACE 181 BAY STREET SUITE 300 P.O. BOX 762 TORONTO, A6M5J2T3 X Brookfield Capital Partners Ltd. C/O BROOKFIELD CORPORATION 181 BAY ST, STE. 300 TORONTO, A6M5J2T3 X BPE IV (Non-Cdn) C/O BROOKFIELD CORPORATION 181 BAY ST, STE. 300 TORONTO, A6M5J2T3 X BCP IV GrafTech Holdings L.P. C/O BROOKFIELD CORPORATION 181 BAY ST, STE. 300 TORONTO, A6M5J 2T3 X Brookfield Business Partners L.P. 73 FRONT STREET, 5TH FLOOR HAMILTON, D0HM 12 X Brookfield Private Equity Group Holdings LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 X Brookfield Private Equity Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 X Brookfield Private Equity Holdings LLC BROOKFIELD PLACE 200 VESEY STREET NEW YORK, NY10281-1023 X Brookfield US Inc. BROOKFIELD PLACE 200 VESEY STREET NEW YORK, NY10281-1023 X Signatures /s/ AJ Silber, as Director of BCP GP Limited 12/27/2023 Signature of Reporting Person Date /s/ Swati Mandava, as Officer of BROOKFIELD CORPORATION 12/27/2023 Signature of Reporting Person Date /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd. 12/27/2023 Signature of Reporting Person Date /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., general partner of BPE IV (Non-Cdn) GP LP 12/27/2023 Signature of Reporting Person Date /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., general partner of BPE IV (Non-Cdn) GP LP, general partner of BCP IV GrafTech Holdings LP 12/27/2023 Signature of Reporting Person Date /s/ James Bodi, as Officer of Brookfield Business Partners Limited, general partner of Brookfield Business Partners L.P. 12/27/2023 Signature of Reporting Person Date /s/ AJ Silber, as Director of Brookfield Private Equity Inc., the general partner of Brookfield Private Equity Group Holdings LP 12/27/2023 Signature of Reporting Person Date /s/ AJ Silber, as Director of Brookfield Private Equity Inc 12/27/2023 Signature of Reporting Person Date /s/ Kristen Haase, as Officer of Brookfield Private Equity Holdings LLC 12/27/2023 Signature of Reporting Person Date /s/ Katayoon Sarpash, as Officer of Brookfield US Inc 12/27/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 (the "Sales") were effected pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"). ( 2 )On December 22, 2023, the Reporting Persons sold an aggregate of 550,000 shares of Common Stock. Represents (i) 93,807 of Common Stock sold on behalf of BPE IV (Non-Cdn) GP LP; (ii) 93,969 shares of Common Stock sold on behalf of Brookfield BBP (Canada) L.P.; (iii) 167,023 shares of Common Stock sold on behalf of Brookfield BBP Canada Holdings Inc.; (iv) 8 shares of Common Stock sold on behalf of Brookfield Private Funds Holdings Inc.; (v) 6 shares of Common Stock sold on behalf of BCP IV Bermuda Investor LP and (vi) 195,187 shares of Common Stock sold by BCP GrafTech IV Holdings L.P. on behalf of certain third party limited partners in which the Reporting Persons do not have a pecuniary interest. ( 3 )On December 26, 2023, the Reporting Persons sold an aggregate of 506,800 shares of Common Stock. Represents (i) 86,439 shares of Common Stock sold on behalf of BPE IV (Non-Cdn) GP LP; (ii) 86,588 shares of Common Stock sold on behalf of Brookfield BBP (Canada) L.P.; (ii i) 153,904 shares of Common Stock sold on behalf of Brookfield BBP Canada Holdings Inc.; (iv) 7 shares of Common Stock sold on behalf of Brookfield Private Funds Holdings Inc.; (v) 6 shares of Common Stock sold on behalf of BCP IV Bermuda Investor LP and (vi) 179,856 shares of Common Stock sold by BCP GrafTech IV Holdings L.P. on behalf of certain third party limited partners in which the Reporting Persons do not have a pecuniary interest. ( 4 )On December 27, 2023, the Reporting Persons sold an aggregate of 650,000 shares of Common Stock. Represents (i) 110,863 shares of Common Stock sold on behalf of BPE IV (Non-Cdn) GP LP; (ii) 111,055 shares of Common Stock sold on behalf of Brookfield BBP (Canada) L.P.; (iii) 197,390 shares of Common Stock sold on behalf of Brookfield BBP Canada Holdings Inc.; (iv) 9 shares of Common Stock sold on behalf of Brookfield Private Funds Holdings Inc.; (v) 7 shares of Common Stock sold on behalf of BCP IV Bermuda Investor LP and (vi) 230,676 shares of Common Stock sold by BCP GrafTech IV Holdings L.P. on behalf of certain third party limited partners in which the Reporting Persons do not have a pecuniary interest. ( 5 )Following the Sales, consists of (i) 7,346,505 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; (ii) 7,359,249 shares of Common Stock held directly by Brookfield BBP (Canada) L.P.; (iii) 13,080,458 shares of Common Stock held directly by Brookfield BBP Canada Holdings Inc.; (iv) 624 shares of Common Stock held directly by Brookfield Private Funds Holdings Inc.; and (v) 480 shares of Common Stock held directly by BCP IV Bermuda Investor LP. ( 6 )Brookfield Corporation ("BN"), by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares. ( 7 )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. ( 8 )Brookfield Private Equity Holdings LLC, Brookfield US Inc. and BN, 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 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. ( 9 )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. ( 10 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (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 1 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.
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