SEC FORM 4

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).

1. Name and Address of Reporting Person^*

PRATT GREGORY A

(Last)

(First)

(Middle)

CARPENTER TECHNOLOGY CORPORATION

PO BOX 14662

(Street)

READING

19612-4662

(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)
	Chairman/Interim Pres & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2009

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	10/29/2009		A		2,471	A	$0⁽¹⁾	2,671	D

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)
Stock Units	⁽²⁾	10/29/2009		A		2,022		⁽³⁾	⁽³⁾	Common Stock	2,022	$0⁽¹⁾	2,022	D
Stock Units (non-employee)	⁽²⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	21,194.3219		21,194.3219⁽⁴⁾	D
Employee Stock Options (right to buy)	$22.26	10/29/2009		A		1,600		10/29/2010	10/29/2019	Common Stock	1,600	$0⁽⁵⁾	1,600	D
Employee Stock Options (right to buy)	$22.26	10/29/2009		A		85,288		⁽⁶⁾	10/29/2019	Common Stock	85,288	$0⁽⁵⁾	85,288	D
Employee Stock Options (right to buy)	$24.49	10/29/2009		A		33,860		⁽⁶⁾	10/29/2019	Common Stock	33,860	$0⁽⁵⁾	33,860	D

Explanation of Responses:

1. The reporting person was granted restricted stock units under the Carpenter Technology Corporation Stock-Based Compensation Plan for Officers and Key Employees.

2. Converts to common stock on a 1-for-1 basis

3. Payable upon separation of service

4. Includes dividend equivalents

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

6. The stock option will vest as follows: (i) with respect to 50% of the subject shares, on the later of (a) October 29, 2010, or (b) six (6) months following the date on which Carpenter Technology Corporation's next Chief Executive Officer commences employment (such later date, the "Applicable Vesting Date"); (ii) with respect to an additional 25% of the subject shares, on the Applicable Vesting Date, provided that Mr. Pratt's period of service as Interim President and Chief Executive Officer exceeds seven (7) months; and (iii) with respect to an additional 25% of the subject shares, on the Applicable Vesting Date, provided that Mr. Pratt's period of service as Interim President and Chief Executive Officer exceeds ten (10) months.

7. Payable upon retirement

Remarks:

	K. Douglas Ralph/POA	11/02/2009
	** 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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