0000009984-24-000158.txt : 20241219 0000009984-24-000158.hdr.sgml : 20241219 20241219165840 ACCESSION NUMBER: 0000009984-24-000158 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241217 FILED AS OF DATE: 20241219 DATE AS OF CHANGE: 20241219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Knoll Jay B CENTRAL INDEX KEY: 0001365208 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04801 FILM NUMBER: 241564055 MAIL ADDRESS: STREET 1: 2225 W CHANDLER BLVD CITY: CHANDLER STATE: AZ ZIP: 85224 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BARNES GROUP INC CENTRAL INDEX KEY: 0000009984 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 060247840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 123 MAIN ST CITY: BRISTOL STATE: CT ZIP: 06010 BUSINESS PHONE: 8605837070 MAIL ADDRESS: STREET 1: 123 MAIN ST CITY: BRISTOL STATE: CT ZIP: 06010 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED SPRING CORP DATE OF NAME CHANGE: 19760518 4 1 wk-form4_1734645515.xml FORM 4 X0508 4 2024-12-17 0 0000009984 BARNES GROUP INC B 0001365208 Knoll Jay B BARNES GROUP INC. 123 MAIN STREET BRISTOL CT 06010 0 1 0 0 SVP, Gen. Counsel & Secretary 0 Common Stock 2024-12-17 4 M 0 10095 44.94 A 52933 D Common Stock 2024-12-17 4 F 0 9844 47.17 D 43089 D Common Stock 2024-12-17 4 M 0 12800 34.67 A 55889 D Common Stock 2024-12-17 4 F 0 11015 47.17 D 44874 D Employee Stock Option-Right to Buy 44.94 2024-12-17 4 M 0 10095 0 D 2033-02-09 Common Stock 10095 0 D Employee Stock Option-Right to Buy 34.67 2024-12-17 4 M 0 12800 0 D 2034-02-08 Common Stock 12800 0 D Reflects the exercise of stock options granted on 2/9/2023 and 2/8/2024, respectively, that otherwise would have been canceled in exchange for the merger consideration less the applicable exercise price for each underlying share upon the closing of the transactions contemplated the Agreement and Plan of Merger, dated October 6, 2024, by and among Barnes Group Inc., Goat Holdco, LLC and Goat Merger Sub, Inc. (the Merger Agreement), for the purpose of mitigating potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with the consummation of the transactions contemplated by the Merger Agreement. Includes balances of 7,699 Restricted Stock Units ("RSUs") granted 2/9/2023, 3,541 RSUs granted 2/9/2023, and 7,000 RSUs granted 2/8/2024, 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. Reflects shares withheld to satisfy exercise prices and income tax and remittance obligations of the reporting person in connection with the exercise described above. The options vested 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the 2/9/2023 and 2/8/2024 grant date, respectively. Jay B. Knoll by Daniela Rivera under Power of Attorney 2024-12-19