Jay B. Knoll - 27 Jan 2025 Form 4 Insider Report for BARNES GROUP INC (B)

Role: SVP, Gen. Counsel & Secretary
Signature: Jay B. Knoll by Daniela Rivera under Power of Attorney
Issuer symbol: B
Transactions as of: 27 Jan 2025
Net transactions value: -$2,131,515
Form type: 4
Filing time: 27 Jan 2025, 13:07:21 UTC
Previous filing: 19 Dec 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	B	Common Stock	Disposed to Issuer	$1,265,115	-26,634	-59%	$47.50	18,240	27 Jan 2025	Direct	F1
transaction	B	Common Stock	Disposed to Issuer	$866,400	-18,240	-100%	$47.50	0	27 Jan 2025	Direct	F2

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

Jay B. Knoll is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents shares of Barnes Group Inc. ("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 was converted into the right to receive $47.50 in cash (the "Merger Consideration").
F2	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.

Content

Represents shares of Barnes Group Inc. ("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 was converted into the right to receive $47.50 in cash (the "Merger Consideration").

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.