Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Katz Adam J

(Last)

(First)

(Middle)

C/O IRENIC CAPITAL MANAGEMENT LP

767 FIFTH AVENUE, 15TH FLOOR

(Street)

NEW YORK

10153

(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)
01/27/2025

4. 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 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, par value $0.01 per share ("Common Stock")	01/27/2025		J		641,163⁽¹⁾⁽²⁾	D	⁽¹⁾⁽²⁾	1,930,979	I	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock	01/27/2025		D		1,930,979⁽³⁾	D	$47.5	0	I	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock	01/27/2025		D		4,602⁽⁴⁾	D	$47.5⁽⁴⁾	0	D

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. In connection with the transactions contemplated by the Merger Agreement (as defined below), Irenic Harpoon Aggregator LLC ("Harpoon Aggregator") entered into a Rollover, Subscription and Purchase Agreement, dated as of January 27, 2025 (the "Rollover Agreement"), pursuant to which, among other things, prior to the Effective Time (as defined below), (i) Harpoon Aggregator contributed 641,163 shares of Common Stock of the Issuer (such shares, the "Contributed Shares") to Goat Topco, Inc. (the "First Contribution"), in exchange for 3,045,524.25 shares of common stock of Goat Topco, Inc. (such shares, the "Exchange Shares"), having a value equal to $10.00 per Exchange Share, and

2. (continued from footnote 1) (ii) immediately following the First Contribution, Harpoon Aggregator contributed the Exchange Shares to Goat Parent, L.P. ("Parent") in exchange for an equal number of Class A common units of Parent (such transactions, collectively, the "Rollover").

3. Represents shares of Common Stock, excluding the Contributed Shares, disposed of in connection with that certain Agreement and Plan of Merger, dated October 6, 2024, by and among the Issuer, Goat Holdco, LLC and Goat Merger Sub, Inc. (the "Merger Agreement"). Following the Rollover, in accordance with the terms of the Merger Agreement, at the effective time of the merger contemplated thereby (the "Effective Time"), each outstanding share of Common Stock as of immediately prior to the Effective Time was converted into the right to receive $47.50 in cash (the "Merger Consideration").

4. 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.

5. Securities of the Issuer held directly by Irenic Capital Evergreen Master Fund LP ("Irenic Evergreen") and Irenic Schooner LLC ("Irenic Schooner") and, prior to the Rollover, Harpoon Aggregator.

6. The Reporting Person, as the Chief Investment Officer of Irenic Capital Management LP ("Irenic Capital"), the investment manager of each of Irenic Evergreen and Irenic Schooner, the manager of Harpoon Aggregator, and as a Managing Member of each of Irenic Capital Evergreen Fund GP LLC, the general partner of Irenic Evergreen and Managing Member of Irenic Schooner, may be deemed to beneficially own the securities held directly by Irenic Evergreen, Irenic Schooner and Harpoon Aggregator. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

	/s/ Adam J. Katz	01/29/2025
	** 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).
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