Barnes (B) Form 4 BARNES / Patrick Dempsey 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^*

Dempsey Patrick

(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)
Executive Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2022

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	10/31/2022		D(1)		19,804	D	$0	403,746(2)	D
Common Stock	10/31/2022		F		7,628	D	$35.37	396,118(3)	D
Common Stock								4,409.35	I	By Company's 401(k) Plan

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

Explanation of Responses:

1. Reporting Person Patrick Dempsey retired on 10/31/2022. In accordance with forfeiture provisions of underlying grant agreements, a total of 19,804 unvested Restricted Stock Units ("RSUs") were forfeited on 10/31/2022 as follows: 915 RSUs under 2/13/2020 grant, 4,585 RSUs under 2/11/2021 grant, and 14,304 RSUs under 2/10/2022 grant.

2. Includes balances of 3,167 RSUs granted 2/13/2020, 6,657 RSUs granted 2/11/2021, and 6,896 RSUs granted 2/10/2022, that are vesting in accordance with retirement provisions of underlying grant agreements, and are payable in shares of common stock. See Footnote 3 below.

3. Includes the following RSUs that vested on 10/31/2022 in accordance with retirement provisions of underlying grant agreements: 3,167 RSUs under grant dated 2/13/2020, 6,657 RSUs under grant dated 2/11/2021, and 6,896 RSUs under grant dated 2/10/2022; 7,628 shares were withheld to cover taxes.

Remarks:

Also in accordance with forfeiture provisions of underlying grant agreements, a total of 134,392 stock options-right to buy were forfeited on 10/31/2022.

	Patrick Dempsey by Patricia A. Bradley under Power of Attorney	11/02/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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