0001218733-12-000005.txt : 20120904 0001218733-12-000005.hdr.sgml : 20120903 20120904180831 ACCESSION NUMBER: 0001218733-12-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120830 FILED AS OF DATE: 20120904 DATE AS OF CHANGE: 20120904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAROL STEVEN E CENTRAL INDEX KEY: 0001218733 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05828 FILM NUMBER: 121071914 MAIL ADDRESS: STREET 1: C/O STOCKERYALE INC STREET 2: 32 HAMPSHIRE RD CITY: SALEM STATE: NH ZIP: 03079 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARPENTER TECHNOLOGY CORP CENTRAL INDEX KEY: 0000017843 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 230458500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 2 MERIDIAN BOULEVARD CITY: WYOMISSING STATE: PA ZIP: 19612 BUSINESS PHONE: 6102082000 MAIL ADDRESS: STREET 1: PO BOX 14662 CITY: READING STATE: PA ZIP: 19612-4662 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2012-08-30 0000017843 CARPENTER TECHNOLOGY CORP CRS 0001218733 KAROL STEVEN E C/O CARPENTER TECHNOLOGY CORPORATION PO BOX 14662 READING PA 19612 1 0 0 0 Common Stock 2012-08-30 4 J 0 1797428 0 D 181002 D Common Stock 857124 I Described in Explanation of Responses See (1) below (1) 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 its 7,666,028 shares of common stock of the Issuer to its members (the "Toolrock Distribution"). 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, 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"). 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 SEK 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 1,038,126 shares of common stock of the Issuer, 181,002 of which are owned directly while the remaining 857,124 are owned indirectly. James D. Dee/POA 2012-09-04