- Amended Statement of Changes in Beneficial Ownership (4/A)
October 05 2012 - 6:34PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
KAROL STEVEN E
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2. Issuer Name
and
Ticker or Trading Symbol
CARPENTER TECHNOLOGY CORP
[
CRS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CARPENTER TECHNOLOGY CORPORATION, PO BOX 14662
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/30/2012
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(Street)
READING, PA 19612
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
9/4/2012
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/30/2012
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J
(1)
(2)
(3)
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1797428
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D
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$0
(1)
(2)
(3)
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181002
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D
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Common Stock
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991521
(4)
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I
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See Explanation of Responses
(1)
(2)
(3)
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The reporting person is an affiliate of Watermill-Toolrock Enterprises LLC, Watermill-Toolrock Partners, LP, and Watermill-Toolrock Partners II, LP (collectively, the "Watermill Funds"), 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. After the Closing Date, Toolrock conducted a pro-rata, in-kind distribution of tis 7,666,028 shares of common stock of the Issuer to its members (the "Toolrock Distribution"). (Continue in footnote 2)
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(
2)
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As a result of the Toolrock Distribution, the Watermill Funds, directly, and the reporting person, indirectly, was the beneficial owner of 2,835,554 shares of common stock of the Issuer. On August 30, 2012, Watermill Funds received 134,397 shares of common stock of the Issuer from another affiliate of Toolrock. On August 30, 2012, pursuant to a registration statement filed and automatically effective on June 14, 2012, the Watermill Funds conducted an in-kind distribution of 2,304,785 shares of common stock of the Issuer to their respective members and partners (the "Watermill Distribution"). (Continue in footnote 3)
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(
3)
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In the Watermill Distribution, (i) persons and entities not affiliated with the reporting person received 1,797,428 shares of common stock of the Issuer, (ii) the reporting person received 181,002 shares of common stock of the Issuer and (iii) HMK Enterprises, Inc. and SKF Limited Partnership, both affiliates of the reporting person, received an aggregate of 326,355 shares of common stock of the Issuer. Following the Watermill Distribution, the reporting person beneficially owns 1,172,523 shares of common stock of the Issuer, 181,002 of which are owned directly while the remaining 991,521 are owned indirectly.
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(
4)
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This amended Form 4 is being filed in its entirety to reflect the number of shares that were beneficially owned by the reporting person prior to the August 30, 2012 distribution.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KAROL STEVEN E
C/O CARPENTER TECHNOLOGY CORPORATION
PO BOX 14662
READING, PA 19612
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X
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Signatures
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/s/ James D. Dee/POA
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10/5/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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