X0303 4 2010-08-20 0000009984 BARNES GROUP INC B 0001196428 CARPENTER GEORGE T BARNES GROUP INC. 123 MAIN STREET BRISTOL CT 06011-0489 1 0 0 0 Common Stock 2010-08-20 4 S 0 3500 15.6931 D 30758 D Common Stock 2010-08-20 4 S 0 15000 15.6441 D 141353.443 I By S. Carpenter Construction Co. Common Stock 158.745 I By Non-Employee Director Deferred Stock Plan Common Stock 980.9824 I By my wife The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.6901 to $15.72, inclusive. The reporting person undertakes to provide to Barnes Group Inc., any security holder of Barnes Group Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4. Includes a balance of 2947 Restricted Stock Units granted 2/10/09 and 4913 granted 2/8/10, that are subject to forfeiture if certain events occur. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.63 to $15.70, inclusive. The reporting person undertakes to provide to Barnes Group Inc., any security holder of Barnes Group Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4. I disclaim beneficial ownership of the shares held by my wife. Jill E. Ferguson, pursuant to a Power of Attorney 2010-08-24