4//SEC Filing
HOOK THOMAS J 4
Accession 0000009984-25-000024
CIK 0000009984other
Filed
Jan 26, 7:00 PM ET
Accepted
Jan 27, 1:07 PM ET
Size
9.6 KB
Accession
0000009984-25-000024
Insider Transaction Report
Form 4
HOOK THOMAS J
DirectorPresident and CEO
Transactions
- Other
Common Stock
2025-01-27−187,500→ 460,011 total - Disposition to Issuer
Common Stock
2025-01-27$47.50/sh−416,412$19,779,570→ 43,599 total - Disposition to Issuer
Common Stock
2025-01-27$47.50/sh−43,599$2,070,953→ 0 total
Footnotes (4)
- [F1]In connection with the transactions contemplated by the Merger Agreement (as defined below), the reporting person entered into a Rollover Agreement, dated as of January 27, 2025 (the "Rollover Agreement"), pursuant to which, immediately prior to the Effective Time (as defined below) and subject to the terms and conditions of the Rollover Agreement:
- [F2](Continued from footnote 1) (i) the reporting person contributed 187,500 shares of Barnes Group Inc. ("Barnes") common stock to Goat Topco, Inc. (the "First Contribution"), in exchange for 890,625 shares of Goat Topco, Inc. common stock (such amount, the "Topco Shares"); (ii) immediately after the First Contribution, the reporting person contributed the Topco Shares (the "Second Contribution") to Goat Parent, L.P. in exchange for 890,625 Class A common units of Goat Parent, L.P. (such amount, the "Parent Units"); and (iii) immediately after the Second Contribution, the reporting person contributed the Parent Units to Goat Management Co-Invest Holdings, LLC ("Management Holdco") in exchange for 890,625 Class A common units of Management Holdco.
- [F3]Represents shares of Barnes common stock disposed of in connection with the Agreement and Plan of Merger, dated October 6, 2024, by and among Barnes, Goat Holdco, LLC and Goat Merger Sub, Inc. (the "Merger Agreement"). In accordance with the Merger Agreement, at the effective time of the merger contemplated thereby (the "Effective Time"), each share of Barnes common stock held by the reporting person as of the Effective Time was converted into the right to receive $47.50 in cash (the "Merger Consideration").
- [F4]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.
Documents
Issuer
BARNES GROUP INC
CIK 0000009984
Entity typeother
Related Parties
1- filerCIK 0001180346
Filing Metadata
- Form type
- 4
- Filed
- Jan 26, 7:00 PM ET
- Accepted
- Jan 27, 1:07 PM ET
- Size
- 9.6 KB