0000009984-25-000024.txt : 20250127 0000009984-25-000024.hdr.sgml : 20250127 20250127130710 ACCESSION NUMBER: 0000009984-25-000024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20250127 FILED AS OF DATE: 20250127 DATE AS OF CHANGE: 20250127 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOOK THOMAS J CENTRAL INDEX KEY: 0001180346 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04801 FILM NUMBER: 25556992 MAIL ADDRESS: STREET 1: 810 INNOVATION DR CITY: KNOXVILLE STATE: TN ZIP: 37932 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_1738001224.xml FORM 4 X0508 4 2025-01-27 1 0000009984 BARNES GROUP INC B 0001180346 HOOK THOMAS J BARNES GROUP INC. 123 MAIN STREET BRISTOL CT 06010 1 1 0 0 President and CEO 0 Common Stock 2025-01-27 4 J 0 187500 D 460011 D Common Stock 2025-01-27 4 D 0 416412 47.50 D 43599 D Common Stock 2025-01-27 4 D 0 43599 47.50 D 0 D 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: (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. 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"). 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. Thomas J. Hook by Daniela Rivera under Power of Attorney 2025-01-27