Form SCHEDULE 13G/A GRAFTECH INTERNATIONAL Filed by: MARATHON ASSET MANAGEMENT LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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GRAFTECH INTERNATIONAL LTD (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Marathon Asset Management GP, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,615.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: See item 2 for additional information.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Marathon Asset Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,615.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: See item 2 for additional information.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
MDCF II Investment Fund A SCSp | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
923,084.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: See item 2 for additional information.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Bruce Richards | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,615.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: See item 2 for additional information.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Louis Hanover | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,211,615.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: See item 2 for additional information.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
GRAFTECH INTERNATIONAL LTD | |
| (b) | Address of issuer's principal executive offices:
982 Keynote Circle, Brooklyn Heights, OH, 44131 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being filed by the following Reporting Persons:
(i) Marathon Asset Management, L.P., a Delaware limited partnership ("Marathon");
(ii) Marathon Asset Management GP, L.L.C., a Delaware limited liability company ("Marathon GP"), the general partner of Marathon;
(iii) MDCF II Investment Fund A SCSp, a Luxembourg special limited partnership ("MDCF II");
(iv) Bruce Richards, a managing member of Marathon GP; and
(v) Louis Hanover, a managing member of Marathon GP.
Marathon, pursuant to certain investment management agreements and in its capacity as the investment manager of certain funds managed by Marathon (together with MDCF II, the "Marathon Funds"), has the sole power to vote and the sole power to direct the disposition of the 1,211,615 shares of common stock, par value $0.01 per share (the "Common Stock"), held by the Marathon Funds. Accordingly, for the purposes of Section 240.13d-3 of the Exchange Act, Marathon may be deemed to beneficially own the 1,211,615 shares of Common Stock held by the Marathon Funds. The general partner of Marathon is Marathon GP. Bruce Richards and Louis Hanover are the managing members of Marathon GP. This report shall not be deemed an admission that Marathon, each Marathon Fund or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Exchange Act or for any other purpose. | |
| (b) | Address or principal business office or, if none, residence:
The principal business and principal office address of the Reporting Persons is c/o Marathon Asset Management, L.P., 1 Bryant Park, 38th Floor, New York, NY 10036. | |
| (c) | Citizenship:
Marathon GP and Marathon are organized under the laws of the State of Delaware. MDCF II is organized under the laws of Luxembourg. Mr. Richards and Mr. Hanover are citizens of the United States. | |
| (d) | Title of class of securities:
Common Stock, $0.01 par value per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Marathon GP; Marathon; Mr. Richards; and Mr. Hanover - 1,211,615.00
MDCF II - 923,084.00 | |
| (b) | Percent of class:
Marathon GP; Marathon; Mr. Richards; and Mr. Hanover - 4.7%
MDCF II - 3.5% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Marathon GP; Marathon; Mr. Richards; and Mr. Hanover - 1,211,615.00
MDCF II - 923,084.00 | ||
| (ii) Shared power to vote or to direct the vote:
0.00 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Marathon GP; Marathon; Mr. Richards; and Mr. Hanover - 1,211,615.00
MDCF II - 923,084.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0.00 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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1. A Joint Filing Agreement, dated as of February 27, 2025, among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on February 27, 2025). |