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*
HICKS THOMAS O

(Last) (First) (Middle)
C/O CARPENTER TECHNOLOGY CORPORATION
PO BOX 14662

(Street)
READING PA 19612

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/29/2012
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)
Code V Amount (A) or (D) Price
Common Stock 02/29/2012 A 7,666,028 A (1) 7,666,028(2) I Described in Explanation of Responses(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (Right to Buy) $51.3 02/29/2012 A 4,000 02/28/2013 02/28/2022 Common Stock 4,000 (3) 4,000 D
Director Stock Units (4) 02/29/2012 A 1,030.582 (5) (5) Common Stock 1,030.582 (6) 1,030.582 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 HHEP-Latrobe, L.P., which is an affiliate 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 Jun 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.
James D. Dee/POA 03/02/2012
** 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.
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