Thomas J. Hook - 27 Jan 2025 Form 4 Insider Report for BARNES GROUP INC

Reporting relationship: President and CEO, Director
Issuer ticker: N/A
Reported as of: 27 Jan 2025
Net transaction value: -$21,850,522
SEC form: 4
Accepted by SEC: 27 Jan 2025, 13:07:10 UTC
Prior SEC filing: 19 Dec 2024
Source filing: View source filing
Reporting owner signature: Thomas J. Hook by Daniela Rivera under Power of Attorney

Key filing fact

Thomas J. Hook filed Form 4 for BARNES GROUP INC on 27 Jan 2025.

Key facts

This page summarizes Thomas J. Hook's Form 4 filing for BARNES GROUP INC.
3 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 27 Jan 2025, 13:07.

Change

Previous filing in this sequence was filed on 19 Dec 2024.
Current net transaction value: -$21,850,522.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

B transaction

Common Stock

Other

Transaction value
Shares: -187,500
Change %: -29%
Price
Shares after: 460,011
Date: 27 Jan 2025
Ownership: Direct
Footnotes: F1, F2

B transaction

Common Stock

Disposed to Issuer

Transaction value: $19,779,570
Shares: -416,412
Change %: -91%
Price: $47.50
Shares after: 43,599
Date: 27 Jan 2025
Ownership: Direct
Footnotes: F3

B transaction

Common Stock

Disposed to Issuer

Transaction value: $2,070,952
Shares: -43,599
Change %: -100%
Price: $47.50
Shares after: 0
Date: 27 Jan 2025
Ownership: Direct
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Thomas J. Hook is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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:

Footnote F2

(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.

Footnote 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").

Footnote 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.