SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Graf Acquisition LLC (Last) (First) (Middle) C/O GRAF INDUSTRIAL CORP. 118 VINTAGE PARK BLVD, SUITE W-222 (Street) HOUSTON TX 77070 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/15/2018	3. Issuer Name and Ticker or Trading Symbol Graf Industrial Corp. [ GRAF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,418,750(1)	D(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Graf Acquisition LLC (Last) (First) (Middle) C/O GRAF INDUSTRIAL CORP. 118 VINTAGE PARK BLVD, SUITE W-222 (Street) HOUSTON TX 77070 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Graf James A (Last) (First) (Middle) C/O GRAF INDUSTRIAL CORP. 118 VINTAGE PARK BLVD, SUITE W-222 (Street) HOUSTON TX 77070 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OC Opportunities Fund II, L.P. (Last) (First) (Middle) C/O OWL CREEK ADVISORS, LLC 640 FIFTH AVENUE, 20TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Owl Creek Asset Management, L.P. (Last) (First) (Middle) 640 FIFTH AVENUE 20TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OWL CREEK ADVISORS, LLC (Last) (First) (Middle) 640 FIFTH AVENUE 20TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ALTMAN JEFFREY A (Last) (First) (Middle) 640 FIFTH AVENUE 20TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The common stock beneficially owned by the reporting persons includes up to 843,750 shares of common stock subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised as described in the Issuer's registration statement on Form S-1 (Registration No. 333-227396).

2. The securities are held directly by Graf Acquisition LLC. James A. Graf and OC Opportunities Fund II, L.P. share voting and dispositive power over the securities held by Graf Acquisition LLC. James Graf and OC Opportunities Fund II, L.P disclaim beneficial ownership over any securities owned by Graf Acquisition LLC other than to the extent of any pecuniary interest he or it may have therein, directly or indirectly.

3. Owl Creek Advisors, LLC ("Owl Creek Advisors") serves as the general partner of, and has the power to direct the affairs of, OC Opportunities Fund II, L.P. Owl Creek Asset Management, L.P. (the "Investment Manager") serves as the investment manager to, and has the power to direct the investment activities of, OC Opportunities Fund II, L.P.. Jeffrey A. Altman is the managing member of Owl Creek Advisors and the managing member of the general partner of the Investment Manager. Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 3 relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting person's pecuniary interest in the securities.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of James Graf, OC Opportunities Fund II, L.P., Owl Creek Asset Management, L.P., Owl Creek Advisors, LLC and Jeffrey A. Altman to the Issuer. See Exhibit 24.1 - Power of Attorney, Exhibit 24.2 - Power of Attorney.

	/s/ Joel L. Rubinstein, Attorney-in-Fact for Graf Acquisition LLC	10/15/2018
	/s/ Joel L. Rubinstein, Attorney-in-Fact for James A. Graf	10/15/2018
	/s/ Reuben Kopel for OC Opportunities Fund II, L.P.	10/15/2018
	/s/ Reuben Kopel for Owl Creek Asset Management, L.P.	10/15/2018
	/s/ Reuben Kopel for Owl Creek Advisors, LLC	10/15/2018
	/s/ Jeffrey A. Altman	10/15/2018
	** Signature of Reporting Person	Date
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 5 (b)(v).
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