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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden
hours per response...
0.5
                      
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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KAROL STEVEN E
2. Issuer Name and Ticker or Trading Symbol

CARPENTER TECHNOLOGY CORP [ CRS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CARPENTER TECHNOLOGY CORPORATION, PO BOX 14662
3. Date of Earliest Transaction (MM/DD/YYYY)

2/29/2012
(Street)

READING, PA 19612
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/29/2012     A    7666028   A   (1) 7666028   (2) I   Described in Explanation of Responses   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Director Stock Option (Right to Buy)   $51.3   2/29/2012     A      4000       2/28/2013   2/28/2022   Common Stock   4000     (3) 4000   D  
 
Director Stock Units     (4) 2/29/2012     A      1030.582         (5)   (5) Common Stock   1030.582     (6) 1030.582   D  
 

Explanation of Responses:
( 1)  See (1) below.
( 2)  The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 3)  The reporting person was granted an option to purchase stock as part of his director's compensation.
( 4)  Converts to common stock on a 1-for-1 basis
( 5)  Payable upon the later of separation of service or a specified date or event
( 6)  The reporting person was granted restricted stock units under the Carpenter Technology Corporation Stock-Based Compensation Plan for Non-Employee Directors.

Remarks:
(1) The reporting person is an affiliate of Watermill-Toolrock Enterprises, LLC, Watermill-Toolrock Partners, LP, and Watermill-Toolrock Partners II, LP, which are affiliates of Toolrock Investments, LLC ("Toolrock"). In connection with the acquisition of Latrobe Specialty Metals, Inc. ("Latrobe") pursuant to an agreement and plan of merger entered into by the Issuer on June 20, 2011 (the "Merger Agreement") and closed on February 29, 2012 (the "Closing Date"), Toolrock received 7,666,028 shares of the common stock of the Issuer in exchange for all of Toolrock's common and preferred shares of Latrobe. The exchange of Latrobe capital stock for the common stock of the Issuer was determined using the average of the closing price of the Issuer's common stock reported by the New York Stock Exchange for the ten trading days ending on the fourth business day prior to the Closing Date, which was $53.46. 1,163,148 of the 7,666,028 are held in escrow pursuant to the terms of the Merger Agreement to secure Latrobe's indemnification obligations and to account for pension funding issues of Latrobe. Additional information regarding the transaction (including copies of the Merger Agreement and all amendments thereto) may be found in the Issuer's Current Reports on Form 8-K filed with the Securities and Exchange Commission on June 21, 2011, January 18, 2012 and March 1, 2012.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KAROL STEVEN E
C/O CARPENTER TECHNOLOGY CORPORATION
PO BOX 14662
READING, PA 19612
X



Signatures
James D. Dee/POA 3/6/2012
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Carpenter Technology (NYSE:CRS)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Carpenter Technology Charts.
Carpenter Technology (NYSE:CRS)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Carpenter Technology Charts.