Thomas J. Hook - Dec 17, 2024 Form 4 Insider Report for BARNES GROUP INC (B)

Role
President and CEO, Director
Signature
Thomas J. Hook by Daniela Rivera under Power of Attorney
Stock symbol
B
Transactions as of
Dec 17, 2024
Transactions value $
-$8,292,597
Form type
4
Date filed
12/19/2024, 04:57 PM
Previous filing
Dec 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction B Common Stock Options Exercise $35.9M +1.18M +314.28% $30.32 1.56M Dec 17, 2024 Direct F1, F2
transaction B Common Stock Tax liability -$43.7M -927K -59.43% $47.17 633K Dec 17, 2024 Direct F2, F3
transaction B Common Stock Options Exercise $2.84M +63.2K +9.99% $44.94 696K Dec 17, 2024 Direct F1, F2
transaction B Common Stock Tax liability -$2.9M -61.4K -8.82% $47.17 635K Dec 17, 2024 Direct F2, F3
transaction B Common Stock Options Exercise $2.75M +79.4K +12.51% $34.67 714K Dec 17, 2024 Direct F1, F2
transaction B Common Stock Tax liability -$3.14M -66.6K -9.33% $47.17 648K Dec 17, 2024 Direct F2, F3

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 Options Exercise $0 -1.18M -100% $0.00 0 Dec 17, 2024 Common Stock 1.18M $30.32 Direct F4
transaction B Employee Stock Option-Right to Buy Options Exercise $0 -63.2K -100% $0.00 0 Dec 17, 2024 Common Stock 63.2K $44.94 Direct F4
transaction B Employee Stock Option-Right to Buy Options Exercise $0 -79.4K -100% $0.00 0 Dec 17, 2024 Common Stock 79.4K $34.67 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects the exercise of stock options granted on 7/14/2022, 2/9/2023, and 2/8/2024, respectively, that otherwise would have been canceled in exchange for the merger consideration less the applicable exercise price for each underlying share upon the closing of the transactions contemplated the Agreement and Plan of Merger, dated October 6, 2024, by and among Barnes Group Inc., Goat Holdco, LLC and Goat Merger Sub, Inc. (the Merger Agreement), for the purpose of mitigating potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with the consummation of the transactions contemplated by the Merger Agreement.
F2 Includes balances of 14,799 Restricted Stock Units ("RSUs") granted 2/9/2023, and 28,800 RSUs granted 2/8/2024, that are subject to forfeiture if certain events occur, and are payable in shares of common stock on or as soon as practicable following the applicable vesting date.
F3 Reflects shares withheld to satisfy exercise prices and income tax and remittance obligations of the reporting person in connection with the exercise described above.
F4 The options vested 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the 7/14/2022, 2/9/2023, and 2/8/2024 grant date, respectively.