Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 10:53AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
(Rule
13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES
13d-1(b),
(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE
13d-2
(Amendment No. 3)*
Under the Securities Exchange Act of 1934
Carpenter Technology Corporation
(Name of Issuer)
Common
Stock
(Title of Class of Securities)
144285103
(CUSIP Number)
December 31, 2017
(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)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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
).
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CUSIP No. 144285103
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Page 2 of 5
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1
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NAME OF
REPORTING PERSONS
EdgePoint Investment Group Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Ontario
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,132,571
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,132,571
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,132,571
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
4.5%
1
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
FI
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1
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The percentage set forth in Row 11 of this Cover Page is based on the 46,916,395 shares of Common Stock (as defined herein) of the Issuer (as defined herein)
outstanding as of January 25, 2018, as reported on the Issuers Form
10-Q
filed with the Securities Exchange Commission on February 1, 2018.
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CUSIP No. 144285103
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Page 3 of 5
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Item 1.
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(a)
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Name of Issuer:
Carpenter Technology Corporation
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(b)
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Address of Issuers Principal Executive Offices:
1735 Market Street, 15th Floor, Philadelphia, Pennsylvania 19103
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Item 2.
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(a)
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Name of Person Filing:
This Schedule 13G is being filed on behalf of EdgePoint Investment Group Inc. (the successor corporation to EdgePoint Investment Management Inc.,
EdgePoint
) with respect to the
shares of Common Stock, $0.00 par value per share (the
Common Stock
), of Carpenter Technology Corporation, a Delaware corporation (the
Issuer
).
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EdgePoint acts as investment manager to, and exercises investment discretion with respect to the Common Stock directly owned by, a number of private investment funds and mutual fund trusts.
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The filing of this statement should not be construed as an admission that EdgePoint is, for the purpose of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
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(b)
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Address of Principal Business Office or, if none, Residence:
150 Bloor Street West, Suite 500, Toronto, Ontario M5S 2X9, Canada
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(c)
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Citizenship:
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See Row 4 of the Cover Page
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(d)
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Title of Class
of Securities:
Common Stock
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(e)
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CUSIP Number:
144285103
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Item 3.
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If this statement is filed pursuant to Rules
13d-1(b),
or
13d-2(b)
or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Exchange Act;
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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Investment company registered under Section 8 of the Investment Company Act;
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(e)
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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A
non-U.S.
institution in accordance with Rule
13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule
13d-1(b)(1)(ii)(K).
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If filing as a
non-U.S.
institution in accordance with Rule
13d-1(b)(1)(ii)(J),
please specify the type of institution: EdgePoint is comparable to an IA.
The information required by Items 4(a)-(c) is set forth in Rows
5-11
of the Cover Page and is incorporated herein by reference.
EdgePoint expressly declares that this filing shall not
be construed as an admission that it is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing.
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CUSIP No. 144285103
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Page 4 of 5
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Item 5.
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Ownership of Five Percent or Less of a Class
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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.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not Applicable
Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
Item 9.
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Notice of Dissolution of Group
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Not Applicable
By signing below I certify that, to the best of my knowledge and belief: (i) the
securities referred to above were acquired and are held in the ordinary course of business and 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;
and
(ii) the foreign regulatory scheme applicable to an IA, with respect to EdgePoint, is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission
staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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CUSIP No. 144285103
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Page 5 of 5
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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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February 13, 2018
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Date
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/s/ Sayuri Childs
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Sayuri Childs/Chief Compliance Officer
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