CARPENTER TECHNOLOGY CORP — Director's Dealing 2012

Oct 6, 2012

SEC Form 4/A — Form 4/A

Issuer: CARPENTER TECHNOLOGY CORP (CRS)
CIK: 0000017843
Period of Report: 2012-08-30

Reporting Person: KAROL STEVEN E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-30	Common Stock	J	1797428	—	Disposed	181002	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	991521	Indirect

Footnotes

F1: 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)

F2: 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)

F3: 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.

F4: 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.