Sec Form 4 Filing - Dempsey Patrick @ BARNES GROUP INC - 2022-10-31

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 [ B] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice Chairman (Last) (First) (Middle) BARNES GROUP INC., 123 MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2022 (Street) BRISTOL, CT06010 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/31/2022 D( 1 ) 19,804 D $ 0 403,746( 2 ) D Common Stock 10/31/2022 F 7,628 D $ 35.37 396,118( 3 ) D Common Stock 4,409.35 I By Company's 401(k) Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dempsey Patrick BARNES GROUP INC. 123 MAIN STREET BRISTOL, CT06010 X Executive Vice Chairman Signatures Patrick Dempsey by Patricia A. Bradley under Power of Attorney 11/02/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reporting Person Patrick Dempsey retired on 10/31/2022. In accordance with forfeiture provisions of underlying grant agreements, a total of 19,804 unvested Restricted Stock Units ("RSUs") were forfeited on 10/31/2022 as follows: 915 RSUs under 2/13/2020 grant, 4,585 RSUs under 2/11/2021 grant, and 14,304 RSUs under 2/10/2022 grant. ( 2 )Includes balances of 3,167 RSUs granted 2/13/2020, 6,657 RSUs granted 2/11/2021, and 6,896 RSUs granted 2/10/2022, that are vesting in accordance with retirement provisions of underlying grant agreements, and are payable in shares of common stock. See Footnote 3 below. ( 3 )Includes the following RSUs that vested on 10/31/2022 in accordance with retirement provisions of underlying grant agreements: 3,167 RSUs under grant dated 2/13/2020, 6,657 RSUs under grant dated 2/11/2021, and 6,896 RSUs under grant dated 2/10/2022; 7,628 shares were withheld to cover taxes.

Remarks: Also in accordance with forfeiture provisions of underlying grant agreements, a total of 134,392 stock options-right to buy were forfeited on 10/31/2022.

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).

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