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 ^*

DEE JAMES D

(Last)

(First)

(Middle)

C/O CARPENTER TECHNOLOGY CORPORATION

1735 MARKET STREET, 15TH FL

(Street)

PHILADELPHIA

19103

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP Gen Counsel & Sec

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2024

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	05/21/2024		M		4,210	A	$ 53.95	89,008.41 ⁽¹⁾	D
Common Stock	05/21/2024		M		8,808	A	$ 40.43	97,816.41 ⁽¹⁾	D
Common Stock	05/21/2024		M		4,276	A	$ 58.94	102,092.41 ⁽¹⁾	D
Common Stock	05/21/2024		M		6,224	A	$ 44.13	108,316.41 ⁽¹⁾	D
Common Stock	05/21/2024		S		23,518	D	$ 111.262 ⁽²⁾	84,798.41 ⁽¹⁾	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)
Employee Stock Option (Right to Buy)	$ 53.95	05/21/2024		M			4,210	⁽³⁾	08/01/2024	Common Stock	4,210	⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$ 40.43	05/21/2024		M			8,808	⁽⁵⁾	07/31/2027	Common Stock	8,808	⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$ 58.94	05/21/2024		M			4,276	⁽⁶⁾	08/06/2028	Common Stock	4,276	⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$ 44.13	05/21/2024		M			6,224	⁽⁷⁾	08/15/2029	Common Stock	6,224	⁽⁴⁾	0	D

Explanation of Responses:

1. Includes shares acquired under the Carpenter Technology Corporation Dividend Reinvestment Program.

2. The price reported is an average of the total transactions executed for the day, with the individual transactions ranging from a low of $111.00 per share to a high of $111.815 per share.

3. Stock Option Award became exercisable in equal installments on each of August 1, 2015, 2016 and 2017.

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

5. Stock Option Award became exercisable in equal installments on each of July 31, 2018, 2019 and 2020.

6. Stock Option Award became exercisable in equal installments on each of August 6, 2019, 2020 and 2021.

7. Stock Option Award became exercisable in equal installments on each of August 15, 2020, 2021 and 2022.

	James D. Dee	05/23/2024
	** Signature of Reporting Person	Date
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