Thomas J. Hook - Jul 14, 2022 Form 4 Insider Report for BARNES GROUP INC (B)

Role: President and CEO, Director
Signature: Thomas J. Hook by Patricia A. Bradley under Power of Attorney
Stock symbol: B
Transactions as of: Jul 14, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/15/2022, 11:49 AM
Previous filing: Feb 15, 2022
Next filing: Aug 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	B	Common Stock						13.4K	Jul 14, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	B	Stock Option-Right to Buy	Award	$0	+1.18M		$0.00	1.18M	Jul 14, 2022	Common Stock	1.18M	$30.32	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes a balance of 1,735 Restricted Stock Units granted 2/11/2022, which are subject to forfeiture if certain events occur and payable in shares of common stock on or as soon as practicable following the applicable vesting date.
F2	Performance stock option granted on 7/14/2022, which is scheduled to vest and become exercisable on July 14, 2027 (the "vesting date"), subject to the reporting person's continued service to Barnes Group Inc. (the "Company") and the achievement of compound annual growth rate ("CAGR") levels in respect of the price of the Company's common shares above the option exercise price as of the vesting date, with 0% vesting at a CAGR of less than 5%, 33.3% vesting at a CAGR of 5%, 66.6% vesting at a CAGR of 7% and 100% vesting at a CAGR of 9% or greater, with linear interpolation between such CAGR levels. The grant would be subject to full accelerated vesting in the event of certain qualifying involuntary terminations of the reporting person's service, subject to his execution of a release of claims in favor of the Company.

Content

Includes a balance of 1,735 Restricted Stock Units granted 2/11/2022, which are subject to forfeiture if certain events occur and payable in shares of common stock on or as soon as practicable following the applicable vesting date.

Performance stock option granted on 7/14/2022, which is scheduled to vest and become exercisable on July 14, 2027 (the "vesting date"), subject to the reporting person's continued service to Barnes Group Inc. (the "Company") and the achievement of compound annual growth rate ("CAGR") levels in respect of the price of the Company's common shares above the option exercise price as of the vesting date, with 0% vesting at a CAGR of less than 5%, 33.3% vesting at a CAGR of 5%, 66.6% vesting at a CAGR of 7% and 100% vesting at a CAGR of 9% or greater, with linear interpolation between such CAGR levels. The grant would be subject to full accelerated vesting in the event of certain qualifying involuntary terminations of the reporting person's service, subject to his execution of a release of claims in favor of the Company.