Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Thene Tony R

(Last)

(First)

(Middle)

CARPENTER TECHNOLOGY CORPORATION

1735 MARKET STREET, 15TH FL

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

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
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/19/2024		M		61,650	A	$40.43	527,409	D
Common Stock	11/19/2024		M		29,930	A	$58.94	557,339	D
Common Stock	11/19/2024		M		43,500	A	$44.13	600,839	D
Common Stock	11/19/2024		F		78,133	D	$184.5	522,706	D
Common Stock	11/20/2024		S⁽¹⁾		26,000	D	$180.9771⁽²⁾	496,706	D
Common Stock	11/20/2024		S⁽¹⁾		1,200	D	$181.7285⁽³⁾	495,506	D
Common Stock	11/20/2024		S⁽¹⁾		1,300	D	$182.9113⁽⁴⁾	494,206	D
Common Stock								5,500	I⁽⁵⁾	In Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$40.43	11/19/2024		M			61,650	⁽⁶⁾	07/31/2027	Common Stock	61,650	⁽⁷⁾	0	D
Employee Stock Option (Right to Buy)	$58.94	11/19/2024		M			29,930	⁽⁸⁾	08/06/2028	Common Stock	29,930	⁽⁷⁾	0	D
Employee Stock Option (Right to Buy)	$44.13	11/19/2024		M			43,500	⁽⁹⁾	08/15/2029	Common Stock	43,500	⁽⁷⁾	0	D

Explanation of Responses:

1. The transactions reported in this line were undertaken by the Reporting Person for tax planning purposes.

2. The price reported is an average of the total transactions executed with the individual transactions ranging from a low of $180.51 per share to a high of $181.44 per share.

3. The price reported is an average of the total transactions executed with the individual transactions ranging from a low of $181.517 per share to a high of $181.9327 per share.

4. The price reported is an average of the total transactions executed with the individual transactions ranging from a low of $182.88 per share to a high of $182.96 per share.

5. These shares are held in the Thene Revocable Living Trust dated September 17, 2010, Tony R. Thene and Holly Thene, Trustees.

6. One-third of this award became exercisable on each of July 31, 2018, 2019, and 2020.

7. The reporting person was granted an option to buy shares of common stock under the Carpenter Technology Corporation Stock-Based Incentive Compensation Plan for Officers and Key Employees.

8. One-third of this award became exercisable on each of August 6, 2019, 2020 and 2021

9. One-third of this award became exercisable on each of August 15, 2020, 2021 and 2022

	James D. Dee/POA	11/21/2024
	** 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).
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