FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

STEPHENS CHRISTOPHER J
2. Issuer Name and Ticker or Trading Symbol

BARNES GROUP INC [ B ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Finance and CFO
(Last)          (First)          (Middle)

BARNES GROUP INC., 123 MAIN STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

11/8/2017
(Street)

BRISTOL, CT 06010
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   11/8/2017     M    15700   A $24.24   111867.13   (1) D  
 
Common Stock   11/8/2017     S (2)    15700   D $63.5336   96167.13   (1) D  
 
Common Stock                  1974.16   I   By Company's 401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   $24.24   11/8/2017     M         15700      (3) 2/12/2023   Common Stock   15700     (4) 0   D  
 

Explanation of Responses:
(1)  Includes balances of 1899 Restricted Stock Units granted 2/11/2015, 4666 granted 2/10/2016 and 4800 granted 2/8/2017, that are subject to forfeiture if certain events occur.
(2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.50 to $63.60, inclusive. The reporting person undertakes to provide to Barnes Group Inc., any security holder of Barnes Group Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
(3)  The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the 2/12/2013 grant date.
(4)  1 for 1.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
STEPHENS CHRISTOPHER J
BARNES GROUP INC.
123 MAIN STREET
BRISTOL, CT 06010


SVP, Finance and CFO

Signatures
Kristine M. Murphy, pursuant to a Power of Attorney 11/9/2017
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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