Statement of Changes in Beneficial Ownership (4)
November 12 2019 - 4:11PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Dempsey Patrick |
2. Issuer Name and Ticker or Trading Symbol
BARNES GROUP INC
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B
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO |
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(Last)
(First)
(Middle)
BARNES GROUP INC., 123 MAIN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/8/2019 |
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(Street)
BRISTOL, CT 06010
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 11/8/2019 | | M | | 17490 | A | $37.13 | 364840 (1) | D |
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| Common Stock | 11/8/2019 | | M | | 5900 | A | $37.13 | 370740 (1) | D |
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| Common Stock | 11/8/2019 | | S(2) | | 22914 | D | $60.2774 | 347826 (1) | D |
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| Common Stock | 11/8/2019 | | S(3) | | 476 | D | $60.7205 | 347350 (1) | D |
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| Common Stock | | | | | | | | 4153.17 | I | By Company's 401(k) Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Stock Option-Right to Buy | $37.13 | 11/8/2019 | | M | | 17490 | | (5) | 2/12/2024 | Common Stock | 17490 | (4) | 0 | D |
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| Stock Option-Right to Buy | $37.13 | 11/8/2019 | | M | | 5900 | | (5) | 2/12/2024 | Common Stock | 5900 | (4) | 0 | D |
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| Explanation of Responses: |
| (1) | Includes balances of 4799 Restricted Stock Units granted 2/8/2017, 8399 granted 2/8/2018 and 14400 granted 2/13/2019, 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 $59.69 to $60.68, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.71 to $60.73, 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. |
| (4) | 1 for 1. |
| (5) | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Dempsey Patrick
BARNES GROUP INC.
123 MAIN STREET
BRISTOL, CT 06010 | X |
| President and CEO |
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Signatures
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| Patricia A. Bradley, pursuant to a Power of Attorney | | 11/12/2019 |
| **Signature of Reporting Person | Date |
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