Elijah Kent Barnes - 27 Jan 2025 Form 4 Insider Report for BARNES GROUP INC

Role
Director
Signature
Elijah Kent Barnes by Daniela Rivera under Power of Attorney
Issuer symbol
N/A
Transactions as of
27 Jan 2025
Net transactions value
-$31,666,700
Form type
4
Filing time
27 Jan 2025, 13:08:29 UTC
Previous filing
05 Aug 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 Other -21,053 -34% 40,554 27 Jan 2025 Direct F1, F2
transaction B Common Stock Disposed to Issuer $1,737,816 -36,586 -90% $47.50 3,968 27 Jan 2025 Direct F3
transaction B Common Stock Disposed to Issuer $188,480 -3,968 -100% $47.50 0 27 Jan 2025 Direct F4
transaction B Common Stock Disposed to Issuer $5,771 -121 -100% $47.50 0 27 Jan 2025 By my wife F3
transaction B Common Stock Disposed to Issuer $115,539 -2,432 -100% $47.50 0 27 Jan 2025 As custodian for my daughter H. Barnes F3
transaction B Common Stock Disposed to Issuer $110,895 -2,335 -100% $47.50 0 27 Jan 2025 As custodian for my son P. Barnes F3
transaction B Common Stock Disposed to Issuer $104,585 -2,202 -100% $47.50 0 27 Jan 2025 As custodian for my daughter M. Barnes F3
transaction B Common Stock Disposed to Issuer $102,574 -2,159 -100% $47.50 0 27 Jan 2025 As custodian for my son Z. Barnes F3
transaction B Common Stock Disposed to Issuer $7,329,250 -154,300 -100% $47.50 0 27 Jan 2025 T. Barnes 2021 SLAT F3
transaction B Common Stock Disposed to Issuer $6,977,750 -146,900 -100% $47.50 0 27 Jan 2025 M. Barnes 2021 SLAT F3
transaction B Common Stock Disposed to Issuer $2,137,500 -45,000 -100% $47.50 0 27 Jan 2025 T. Barnes 2021 CLAT F3
transaction B Common Stock Disposed to Issuer $11,099,515 -233,674 -100% $47.50 0 27 Jan 2025 J Betts Irrev DE Dir Trust (***9505) F3
transaction B Common Stock Disposed to Issuer $1,757,025 -36,990 -100% $47.50 0 27 Jan 2025 J Betts DE Dir Trust (***9532) F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Elijah Kent Barnes is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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:
F2 (Continued from footnote 1) (i) the reporting person contributed 21,053 shares of Barnes Group Inc. ("Barnes") common stock to Goat Topco, Inc. (the "First Contribution"), in exchange for 100,001.75 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 100,001.75 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 100,001.75 Class A common units of Management Holdco.
F3 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").
F4 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.