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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HICKS THOMAS O C/O CARPENTER TECHNOLOGY CORPORATION PO BOX 14662 READING, PA 19612 |
X |
James D. Dee/POA | 09/27/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | See Below |
Remarks: The reporting person is an affiliate of HHEP-Latrobe, L.P. ("HHEP-Latrobe"), 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 June 20, 2011 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, HHEP-Latrobe, directly, and the reporting person, indirectly, was the beneficial owner of 3,516,647 shares of common stock of the Issuer. On September 25, 2012, pursuant to a registration statement filed and automatically effective on June 14, 2012, HHEP-Latrobe conducted an in-kind distribution of 1,039,204 of its shares of common stock of the Issuer to its respective members and partners (the "HHEP-Latrobe Distribution"). In the HHEP-Latrobe Distribution, (i) persons and entities not affiliated with the reporting person received 745,360 shares of common stock of the Issuer, (ii) the reporting person received 154,041 shares of common stock of the Issuer and (iii) TOH, Jr. Ventures, Ltd., MHH Ventures, Ltd., JAH Ventures, Ltd., RBH Ventures, Ltd., WCH Ventures, Ltd., CFH Ventures, Ltd., Thomas O. Hicks, Jr., and Mack H. Hicks, each an affiliate of the reporting person, received an aggregate of 139,803 shares of common stock of the Issuer. Following the HHEP-Latrobe Distribution, the reporting person beneficially owns 2,771,287 shares of common stock of the Issuer, 154,041 of which are owned directly while the remaining 2,617,246 are owned indirectly. |