Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 4)
Under the Securities Exchange Act of 1934
|
GrafTech International Ltd.
|
|
(Name of Issuer)
|
|
Common Stock
|
|
(Title of Class of Securities)
|
|
384313 508
|
|
(CUSIP Number)
|
|
December 31, 2023
|
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ |
Rule 13d-1(b)
|
| ☐ |
Rule 13d-1(c)
|
| ☒ |
Rule 13d-1(d)
|
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
BCP GP Limited
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Ontario, Canada
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
2
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Brookfield Corporation
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Ontario, Canada
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
3
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Brookfield Capital Partners Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Ontario, Canada
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| CO |
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
4
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
BPE IV (Non-Cdn) GP LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Manitoba, Canada
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
5
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
BCP IV GrafTech Holdings LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
6
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Brookfield Business Partners L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Bermuda
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| PN |
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
7
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Brookfield Private Equity Group Holdings LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Manitoba, Canada
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
8
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Brookfield Private Equity Inc.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Ontario, Canada
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
9
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Brookfield Private Equity Holdings LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
10
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Brookfield US Inc.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
11
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Brookfield Private Funds Holdings Inc.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Ontario, Canada
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
12
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Brookfield BBP Canadian GP L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Ontario, Canada
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
13
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Brookfield Business L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Bermuda
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
14
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Brookfield Business Partners Limited
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Bermuda
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
15
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
BCP IV (US Plan) LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| PN |
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
BCP IV (UK Plan) LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Manitoba, Canada
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
17
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
BCP IV (Cdn Plan) LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Manitoba, Canada
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
18
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
BCP IV Bermuda Investor LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Manitoba, Canada
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
19
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Brookfield BBP (Canada) L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Ontario, Canada
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
20
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Brookfield BBP Canada Holdings Inc.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Ontario, Canada
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
21
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Brookfield CanGP Ltd
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
<
td style="vertical-align: middle; border-left: 1pt solid rgb(0, 0, 0); width: 89.86%; background-color: rgb(191, 191, 191);" colspan="3">
|
|
|||
| |
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Ontario, Canada
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
27,275,612
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐ Not applicable
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
10.6%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
| (1) |
Calculated based on 256,807,900 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
|
22
Item 1.
|
(a).
|
Name of Issuer. GrafTech International Ltd. (the “Issuer”)
|
|
(b).
|
Address of Issuer's Principal Executive Offices
|
982 Keynote Circle
Brooklyn Heights, Ohio 44131
Item 2.
| (a). |
This Amendment No. 4 to Schedule 13G is being filed jointly by each of the following persons (each, a “Reporting Person”):
|
BCP GP Limited;
Brookfield Corporation;
Brookfield Capital Partners Ltd.;
BPE IV (Non-Cdn) GP LP;
BCP IV GrafTech Holdings LP;
Brookfield Business Partners L.P.;
Brookfield Private Equity Group Holdings LP;
Brookfield Private Equity Inc.;
Brookfield Private Equity Holdings LLC;
Brookfield US Inc.;
Brookfield Private Funds Holdings Inc.;
Brookfield BBP Canadian GP L.P.;
Brookfield Business L.P.;
Brookfield Business Partners Limited;
BCP IV (US Plan) LP;
BCP IV (UK Plan) LP;
BCP IV (Cdn Plan) LP
BCP IV Bermuda Investor LP;
Brookfield BBP (Canada) L.P.;
Brookfield BBP Canada Holdings Inc.; and
Brookfield CanGP Ltd.
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, directly holds an aggregate of 7,211,220 shares of
the Common Stock.
Brookfield BBP (Canada) L.P. directly holds 7,223,728 shares of the Common Stock.
Brookfield BBP Canada Holdings inc. directly holds 12,939,581 shares of the Common Stock.
Brookfield Private Funds Holdings Inc. directly holds 612 shares of the Common Stock.
BCP IV Bermuda Investor LP directly holds an aggregate of 471 shares of the Common Stock.
Brookfield Corporation ("BN"), by virtue of its relationships with these entities, may be deemed to share beneficial ownership of all of these shares.
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.
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.
23
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.
Each of the Reporting Persons disclaims beneficial ownership of all shares of the Common Stock reported herein, except to the extent of its pecuniary interest therein, if any.
| (b). |
Address of Principal Business Office or, if none, Residence
|
The address of each of the Reporting Persons, except for Brookfield Business L.P., Brookfield Business Partners L.P., Brookfield Business Partners Limited, Brookfield Private Equity Holdings LLC,
Brookfield US Inc. and BCP IV (US Plan) LP, is:
181 Bay Street, Suite 300,
Toronto, Ontario, Canada, M5J 2T3
The address of each of Brookfield Business L.P., Brookfield Business Partners L.P. and Brookfield Business Partners Limited is:
73 Front Street, 5th Floor,
Hamilton, Bermuda HM 12.
The address of each of Brookfield Private Equity Holdings LLC, Brookfield US Inc. and BCP IV (US Plan) LP is:
200 Vesey Street,
New York, NY 10281-1023.
| (c) |
Citizenship. See responses to Item 4 on each cover page.
|
| (d) |
Title of Class of Securities. Common Stock, $0.01 par value per share (“Common Stock”)
|
| (e) |
CUSIP Number. 384313 508
|
| Item 3. |
Not applicable.
|
| Item 4. |
Ownership
|
| (a) |
Amount Beneficially Owned:
|
See responses to Item 9 on each cover page.
| (b) |
Percent of Class:
|
See responses to Item 11 on each cover page.
| (c) |
Number of shares as to which such person has:
|
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
24
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
Subsequent to December 31, 2023 and prior to this filing, the Reporting Persons sold 12,245,924 shares of Common Stock and, as a result, the Reporting Persons reduced their ownership of the Common Stock to less
than 5% of the shares of Common Stock outstanding as of October 27, 2023 as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 3,
2023.
| Item 5. |
Ownership of Five Percent or Less of a Class
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the
following [ ].
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
|
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security
|
Being Reported on by the Parent Holding Company or Control Person
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group
|
Not applicable.
| Item 9. |
Notice of Dissolution of Group
|
Not applicable.
| Item 10. |
Certifications
|
Not applicable.
25
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
|
BCP GP LIMITED
|
||
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
||
|
Title: Director
|
||
|
BROOKFIELD CORPORATION
|
||
|
By:
|
/s/ Swati Mandava
|
|
|
Name: Swati Mandava
|
||
|
Title: Officer
|
||
|
BROOKFIELD CAPITAL PARTNERS LTD.
|
||
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
||
|
Title: Officer
|
||
|
BPE IV (NON-CDN) GP LP, by its general partner, BROOKFIELD CAPITAL PARTNERS LTD.
|
||
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
||
|
Title: Officer
|
||
|
BCP IV GRAFTECH HOLDINGS LP, by its general partner, BPE IV (NON-CDN) GP LP, by its general partner, BROOKFIELD CAPITAL PARTNERS LTD.
|
||
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
||
|
Title: Officer
|
||
|
BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED
|
||
|
By:
|
/s/ James Bodi
|
|
|
Name: James Bodi
|
||
|
Title: Officer
|
||
|
BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.
|
||
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
||
|
Title: Director
|
||
|
BROOKFIELD PRIVATE EQUITY INC.
|
||
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
||
|
Title: Director
|
||
|
BROOKFIELD PRIVATE EQUITY HOLDINGS LLC
|
||
|
By:
|
/s/ Kristen Haase
|
|
|
Name: Kristen Haase
|
||
|
Title: Officer
|
||
|
BROOKFIELD US INC.
|
||
|
By:
|
/s/ Katayoon Sarpash
|
|
|
Name: Katayoon Sarpash
|
||
|
Title: Officer
|
||
|
BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
|
||
|
By:
|
/s/ Katayoon Sarpash
|
|
|
Name: Katayoon Sarpash
|
||
|
Title: Officer
|
||
|
BROOKFIELD BBP CANADIAN GP L.P., by its general partner, BROOKFIELD CANGP LIMITED
|
||
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
||
|
Title: Officer
|
||
|
BROOKFIELD BUSINESS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED
|
||
|
By:
|
/s/ James Bodi
|
|
|
Name: James Bodi
|
||
|
Title: Officer
|
||
|
BROOKFIELD BUSINESS PARTNERS LIMITED
|
||
|
By:
|
/s/ James Bodi
|
|
|
Name: James Bodi
|
||
|
Title: Officer
|
||
|
BCP IV (US PLAN) LP, by its general partner, BROOKFIELD PRIVATE EQUITY HOLDINGS LLC
|
||
|
By:
|
/s/ Kristen Haase
|
|
|
Name: Kristen Haase
|
||
|
Title: Officer
|
||
|
BCP IV (UK Plan) LP, by its general partner, BROOKFIELD CAPITAL PARTNERS LTD.
|
||
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
||
|
Title: Director
|
||
|
BCP IV (CDN PLAN) LP, by its general partner, BROOKFIELD CAPITAL PARTNERS LTD.
|
||
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
||
|
Title: Officer
|
||
|
BCP IV BERMUDA INVESTOR LP, by its general partner, BROOKFIELD CAPITAL PARTNERS LTD.
|
||
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
||
|
Title: Officer
|
||
|
BROOKFIELD BBP (CANADA) L.P., by its general partner, BROOKFIELD BBP CANADIAN GP L.P., by its general partner, BROOKFIELD CANGP LIMITED
|
||
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
||
|
Title: Officer
|
||
|
BROOKFIELD BBP CANADA HOLDINGS INC.
|
||
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
||
|
Title: Officer
|
||
|
BROOKFIELD CANGP LTD
|
||
|
By:
|
/s/ A.J. Silber
|
|
|
Name: A.J. Silber
|
||
|
Title: Officer
|
||
EXHIBIT INDEX
|
Exhibit No.
|
|
|
1
|
Joint Filing Agreement, dated February 12, 2021*
|
* Incorporated herein by reference to the Joint Filing Agreement among the Reporting Persons, dated as of February 12, 2021,
which was previously filed with the Securities and Exchange Commission as Exhibit 1 to Amendment No. 2 to Schedule 13G filed by the Reporting Persons on February 12, 2021.