SEC FORM 4

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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OMB Number:			3235-0287
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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^*

Barnes Elijah Kent

(Last)

(First)

(Middle)

BARNES GROUP INC.

123 MAIN STREET

(Street)

BRISTOL

06010

(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)
08/01/2024

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	08/01/2024		G⁽¹⁾		4,000	D	$0	0	I	Trust #42***9657
Common Stock	08/01/2024		G⁽¹⁾		4,000	A	$0	61,472.56⁽²⁾	D
Common Stock								120.97⁽³⁾	I	By my wife
Common Stock								2,421.55⁽³⁾	I	As custodian for my daughter H. Barnes
Common Stock								2,324.23⁽³⁾	I	As custodian for my son P. Barnes
Common Stock								2,191.98⁽³⁾	I	As custodian for my daughter M. Barnes
Common Stock								2,149.85⁽³⁾	I	As custodian for my son Z. Barnes
Common Stock								154,300⁽³⁾	I	T. Barnes 2021 SLAT
Common Stock								146,900⁽³⁾	I	M. Barnes 2021 SLAT
Common Stock								45,000⁽³⁾	I	T. Barnes 2021 CLAT
Common Stock								233,674⁽³⁾	I	J Betts Irrev DE Dir Trust (***9505)
Common Stock								36,990⁽³⁾	I	J Betts DE Dir Trust (***9532)

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. Reflects distribution from Trust #42***9657 to the reporting person.

2. Includes a balance of 3,968 Restricted Stock Units ("RSUs") granted 5/3/2024, that are subject to forfeiture if certain events occur, and are payable in shares of common stock on or as soon as practicable following the applicable vesting date.

3. Reporting Person hereby disclaims beneficial ownership of shares held by his wife, minor children and Trusts, except to the extent of his pecuniary interest.

Remarks:

	Elijah Kent Barnes by Daniela Rivera under Power of Attorney	08/05/2024
	** 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.
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