Sec Form 4 Filing - BCP GP Ltd @ GRAFTECH INTERNATIONAL LTD - 2019-12-05

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) 12/05/2019 (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 12/05/2019 S 11,175,927 D $ 13.125 218,264,160 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 4 ) Common Stock 12/05/2019 S 19,047,619 D $ 13.125 199,216,541 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) ( 4 )

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 BPE IV (Non-Cdn) 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 Signatures /s/ AJ Silber, as Director of BCP GP Limited 12/09/2019 Signature of Reporting Person Date /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd. 12/09/2019 Signature of Reporting Person Date /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., general partner of BPE IV (Non-Cdn) GP LP 12/09/2019 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 12/09/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Common Stock held directly by BCP IV GrafTech Holdings LP ("BCP IV"), a Delaware limited partnership. ( 2 )On December 5, 2019, BCP IV sold 11,175,927 shares of Common Stock in a secondary block trade pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Block Trade"). ( 3 )On December 5, 2019, GrafTech International Ltd. ("Issuer") repurchased, directly from BCP IV, 19,047,619 shares of Common Stock. The price per share paid by the Issuer is equal to the price paid by the broker-dealer in the Block Trade. ( 4 )Each of the Reporting Persons, as an indirect parent of BCP IV, may be deemed to beneficially own the shares of Common Stock that are directly held by BCP IV. In accordance with Instruction 4(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 are directly held by BCP IV, except to the extent of any indirect pecuniary interest therein.

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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