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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Barnes Group Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
067806109 (CUSIP Number) |
Irenic Capital Management LP 767 Fifth Avenue, 15th Floor, New York, NY, 10153 646-993-6330 Willkie Farr & Gallagher LLP 787 Seventh Avenue, New York, NY, 10019 212-728-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/22/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 067806109 |
| 1 |
Name of reporting person
Irenic Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,572,142.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Barnes Group Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
123 Main Street, Bristol,
CONNECTICUT
, 06010. |
| Item 4. | Purpose of Transaction |
The following constitutes Amendment No. 2 (this "Amendment No. 2") to the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") by the undersigned with respect to the Issuer on January 29, 2024, as amended by that certain Amendment No. 1 thereto, filed with the SEC on March 7, 2024 (together with this Amendment No. 2, collectively, the "Schedule 13D"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
Item 4 is hereby amended to add the following:
In connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of October 6, 2024 (the "Merger Agreement"), by and among the Issuer, Goat Holdco, LLC and Goat Merger Sub, Inc. (as described in greater detail in the Issuer's Current Report on Form 8-K, filed with the SEC on October 7, 2024), Irenic Capital has begun exploring the possibility of contributing a minority portion of the Shares held by the Irenic Funds to the acquiring entity in the proposed merger in exchange for equity in the post-merger company. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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