SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

HOVORKA LUKAS

(Last)

(First)

(Middle)

BARNES GROUP INC.

123 MAIN STREET

(Street)

BRISTOL

06010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2021

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Corporate Development

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	26,898⁽¹⁾	D
Common Stock	7,677.44	I	By Company's 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option-Right to Buy	⁽²⁾	02/12/2024	Common Stock	3,400	$37.13	D
Employee Stock Option-Right to Buy	⁽³⁾	02/11/2025	Common Stock	4,100	$36.31	D
Employee Stock Option-Right to Buy	⁽⁴⁾	02/10/2026	Common Stock	4,800	$30.71	D
Employee Stock Option-Right to Buy	⁽⁵⁾	02/08/2027	Common Stock	4,000	$47.04	D
Employee Stock Option-Right to Buy	⁽⁶⁾	02/08/2028	Common Stock	4,000	$59.28	D
Employee Stock Option-Right to Buy	⁽⁷⁾	02/13/2029	Common Stock	3,500	$60.72	D
Employee Stock Option-Right to Buy	⁽⁸⁾	02/13/2030	Common Stock	3,400	$66.1	D

Explanation of Responses:

1. Includes the following balances of Restricted Stock Units ("RSUs") that are subject to forfeiture if certain events occur, and are payable in shares of common stock on or as soon as practicable following the applicable vesting date: 433 RSUs granted 2/8/2018, all vesting on 8/8/2021; 8,361 RSUs granted 2/9/2018, all vesting 2/9/2023; 799 RSUs granted 2/13/2019, 400 vesting 8/13/2021 and 399 vesting 8/13/2022; 1,200 RSUs granted 2/13/2020, 401 vesting 8/13/2021, 400 vesting 8/13/2022 and 399 vesting 8/13/2023.

2. The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the 2/12/2014 grant date.

3. The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the 2/11/2015 grant date.

4. The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the 2/10/2016 grant date.

5. The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the 2/8/2017 grant date.

6. The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the 2/8/2018 grant date.

7. The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the 2/13/2019 grant date.

8. The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the 2/13/2020 grant date.

Remarks:

EXHIBIT LIST: EX-24 Power of Attorney for Lukas Hovorka

	Patricia A. Bradley, pursuant to a Power of Attorney	03/03/2021
	** 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 5 (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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