Thomas J Hook Form 4 BARNES / THOMAS J HOOK ownership change

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^*

HOOK THOMAS J

(Last) (First) (Middle)

BARNES GROUP INC.

123 MAIN STREET

(Street)

BRISTOL CT 06010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BARNES GROUP INC [ B ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/17/2024		M		1,183,406	A(1)	$30.32	1,559,956(2)	D
Common Stock	12/17/2024		F		927,018	D(3)	$47.17	632,938(2)	D
Common Stock	12/17/2024		M		63,200	A(1)	$44.94	696,138(2)	D
Common Stock	12/17/2024		F		61,388	D(3)	$47.17	634,750(2)	D
Common Stock	12/17/2024		M		79,400	A(1)	$34.67	714,150(2)	D
Common Stock	12/17/2024		F		66,639	D(3)	$47.17	647,511(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option-Right to Buy	$30.32	12/17/2024		M			1,183,406	(4)	07/14/2032	Common Stock	1,183,406	$0	0	D
Employee Stock Option-Right to Buy	$44.94	12/17/2024		M			63,200	(4)	02/09/2023	Common Stock	63,200	$0	0	D
Employee Stock Option-Right to Buy	$34.67	12/17/2024		M			79,400	(4)	02/08/2034	Common Stock	79,400	$0	0	D

Explanation of Responses:

1. Reflects the exercise of stock options granted on 7/14/2022, 2/9/2023, and 2/8/2024, respectively, that otherwise would have been canceled in exchange for the merger consideration less the applicable exercise price for each underlying share upon the closing of the transactions contemplated the Agreement and Plan of Merger, dated October 6, 2024, by and among Barnes Group Inc., Goat Holdco, LLC and Goat Merger Sub, Inc. (the Merger Agreement), for the purpose of mitigating potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with the consummation of the transactions contemplated by the Merger Agreement.

2. Includes balances of 14,799 Restricted Stock Units ("RSUs") granted 2/9/2023, and 28,800 RSUs granted 2/8/2024, that are subject to forfeiture if certain events occur, and are payable in shares of common stock on or as soon as practicable following the applicable vesting date.

3. Reflects shares withheld to satisfy exercise prices and income tax and remittance obligations of the reporting person in connection with the exercise described above.

4. The options vested 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the 7/14/2022, 2/9/2023, and 2/8/2024 grant date, respectively.

Remarks:

	Thomas J. Hook by Daniela Rivera under Power of Attorney	12/19/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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