Director Katz Adam J disposed of 641,163 shares and returned $91,940,098 worth of shares to the company (1,935,581 units at $47.50), closing all direct ownership in the company (SEC Form 4)
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Metal Fabrications
Industrials
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BARNES GROUP INC [ B ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/27/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| 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 | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 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). | ||
| 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 Number. | ||