SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Barnes Elijah Kent

(Last)

(First)

(Middle)

BARNES GROUP INC.

123 MAIN STREET

(Street)

BRISTOL

06010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BARNES GROUP INC [ B ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/08/2022

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/07/2022		P⁽¹⁾		3,330	A	$38	45,975.48⁽²⁾⁽³⁾	D
Common Stock								117.56⁽⁴⁾	I	By my wife
Common Stock								2,350.51⁽⁴⁾	I	As custodian for my daughter H. Barnes
Common Stock								2,256.09⁽⁴⁾	I	As custodian for my son P. Barnes
Common Stock								2,127.76⁽⁴⁾	I	As custodian for my daughter M. Barnes
Common Stock								1,888.46⁽⁴⁾	I	As custodian for my son Z. Barnes
Common Stock								4,000⁽⁴⁾	I	Trust #42***9657
Common Stock								154,300⁽⁴⁾	I	T. Barnes 2021 SLAT
Common Stock								146,900⁽⁴⁾	I	M. Barnes 2021 SLAT
Common Stock								45,000⁽⁴⁾	I	T. Barnes 2021 CLAT
Common Stock								120,175⁽⁴⁾	I	J Betts Irrev DE Dir Trust (***9505)
Common Stock								21,850⁽⁴⁾	I	J Betts DE Dir Trust (***9532)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported in Column 4 is an exact price.

2. Includes a balance of 578 Restricted Stock Units granted 2/11/2022, which are subject to forfeiture if certain events occur and payable in shares of common stock on or as soon as practicable following the applicable vesting date.

3. This amended Form 4 is being filed to correct the number of shares held by the reporting person. The Form 4 filed on November 8, 2022 inadvertently underreported a holding of 30 shares which are held directly by the reporting person. Those 30 shares have been included in this amended Form 4.

4. Reporting Person hereby disclaims beneficial ownership of shares held by his wife, minor children and Trusts, except to the extent of his pecuniary interest.

Remarks:

EXHIBIT LIST: EX-24 Power of Attorney - Eli Barnes 7-13-2023

	Elijah Kent Barnes by Daniela Rivera under Power of Attorney	08/10/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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