Barnes (B) Form 3 BARNES / Adam J Katz ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Katz Adam J

(Last) (First) (Middle)

C/O IRENIC CAPITAL MANAGEMENT LP

767 FIFTH AVENUE, 15TH FLOOR

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/05/2024

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	2,572,142	I	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Securities of the Issuer owned directly by Irenic Capital Management LP ("Irenic Capital"), Irenic Capital Evergreen Master Fund LP ("Irenic Evergreen"), Irenic Capital Opportunity Master Fund LP ("Irenic Opportunity") and Irenic Schooner LLC ("Irenic Schooner").

2. The Reporting Person, as the Chief Investment Officer of Irenic Capital, the investment manager of each of Irenic Evergreen, Irenic Opportunity and Irenic Schooner, and as a Managing Member of each of Irenic Capital Evergreen Fund GP LLC, the general partner of Irenic Evergreen and Managing Member of Irenic Schooner, Irenic Capital Opportunity Fund GP LLC, the general partner of Irenic Opportunity, and Irenic Capital Management GP LLC, the general partner of Irenic Capital, may be deemed to beneficially own the securities owned in the aggregate directly by Irenic Capital, Irenic Evergreen, Irenic Opportunity and Irenic Schooner. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

	/s/ Adam J. Katz	03/14/2024
	** 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 5 (b)(v).
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