President and CEO Hook Thomas J disposed of 187,500 shares and returned $21,850,522 worth of shares to the company (460,011 units at $47.50), closing all direct ownership in the company (SEC Form 4)
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Precious Metals
Basic Materials
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BARNES GROUP INC [ B ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/27/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/27/2025 | J | 187,500(1)(2) | D | (1)(2) | 460,011 | D | |||
| Common Stock | 01/27/2025 | D | 416,412(3) | D | $47.5(3) | 43,599 | D | |||
| Common Stock | 01/27/2025 | D | 43,599(4) | D | $47.5(4) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. In connection with the transactions contemplated by the Merger Agreement (as defined below), the reporting person entered into a Rollover Agreement, dated as of January 27, 2025 (the "Rollover Agreement"), pursuant to which, immediately prior to the Effective Time (as defined below) and subject to the terms and conditions of the Rollover Agreement: |
| 2. (Continued from footnote 1) (i) the reporting person contributed 187,500 shares of Barnes Group Inc. ("Barnes") common stock to Goat Topco, Inc. (the "First Contribution"), in exchange for 890,625 shares of Goat Topco, Inc. common stock (such amount, the "Topco Shares"); (ii) immediately after the First Contribution, the reporting person contributed the Topco Shares (the "Second Contribution") to Goat Parent, L.P. in exchange for 890,625 Class A common units of Goat Parent, L.P. (such amount, the "Parent Units"); and (iii) immediately after the Second Contribution, the reporting person contributed the Parent Units to Goat Management Co-Invest Holdings, LLC ("Management Holdco") in exchange for 890,625 Class A common units of Management Holdco. |
| 3. Represents shares of Barnes common stock disposed of in connection with the Agreement and Plan of Merger, dated October 6, 2024, by and among Barnes, Goat Holdco, LLC and Goat Merger Sub, Inc. (the "Merger Agreement"). In accordance with the Merger Agreement, at the effective time of the merger contemplated thereby (the "Effective Time"), each share of Barnes common stock held by the reporting person as of the Effective Time was converted into the right to receive $47.50 in cash (the "Merger Consideration"). |
| 4. In accordance with the Merger Agreement, at the Effective Time, each restricted stock unit award was cashed out based on the Merger Consideration for each underlying share. |
| Remarks: |
| Thomas J. Hook by Daniela Rivera under Power of Attorney | 01/27/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||