Form 4: Barnes Group CEO Thomas Hook Disposes of Shares in Merger Transaction

Barnes Group CEO Thomas Hook disposed of shares and restricted stock units as part of the company's merger agreement, receiving cash and equity in the acquiring entities.

Summary

• Thomas Hook, the President and CEO of Barnes Group Inc., has filed a Form 4 detailing transactions related to the company's merger.
• On January 27, 2025, Mr. Hook contributed 187,500 shares of Barnes common stock to Goat Topco, Inc. in exchange for 890,625 shares of Goat Topco, Inc. common stock.
• He then contributed these shares to Goat Parent, L.P. for 890,625 Class A common units, and subsequently to Goat Management Co-Invest Holdings, LLC for 890,625 Class A common units.
• Additionally, Mr. Hook disposed of 416,412 shares of Barnes common stock and 43,599 restricted stock units, receiving $47.50 per share in cash as part of the merger agreement.
• The merger agreement, dated October 6, 2024, involved Barnes, Goat Holdco, LLC, and Goat Merger Sub, Inc.

Sentiment

Score: 7

Explanation: The document is a standard regulatory filing related to a merger, indicating a neutral to slightly positive sentiment as it reflects the completion of a planned transaction.

Industry Context

This filing reflects a standard procedure in a merger or acquisition, where executives exchange their existing company shares for cash and/or equity in the acquiring entity.

Comparison to Industry Standards

• The transaction is typical for mergers and acquisitions, where executives often roll over their equity into the new entity.
• The cash consideration of $47.50 per share is a standard method of valuing shares in a merger.
• The exchange of shares for equity in the acquiring entities is a common practice to align management's interests with the new ownership.

Stakeholder Impact

• Shareholders received $47.50 per share in cash as part of the merger.
• Executives like Thomas Hook received cash and equity in the acquiring entities.

Key Dates

Keywords

Merger, Barnes Group, Thomas Hook, Form 4, Share Disposal, Restricted Stock Units, Goat Topco, Goat Parent, Management Holdco