Form 4: Barnes Group Director Adam Katz Disposes of Shares in Merger Transaction

Adam Katz, a director at Barnes Group Inc., has disposed of a significant number of shares as part of a merger agreement, receiving $47.50 per share.

Summary

• Adam Katz, a director at Barnes Group Inc., has reported changes in his beneficial ownership of the company's stock.
• These changes are primarily due to a merger agreement where Barnes Group Inc. was acquired.
• Prior to the merger, 641,163 shares were contributed to Goat Topco, Inc. in exchange for shares of Goat Topco, Inc. and then contributed to Goat Parent, L.P.
• Subsequently, 1,930,979 shares were disposed of as part of the merger, with each share being converted into the right to receive $47.50 in cash.
• Additionally, 4,602 restricted stock units were cashed out at the same merger price of $47.50 per share.
• The transactions were executed on January 27, 2025, and reported on January 29, 2025.

Sentiment

Score: 7

Explanation: The document reflects a standard transaction related to a merger, which is generally a positive event for shareholders. The sentiment is neutral to positive as it is a planned event.

Industry Context

This filing reflects a standard process in a merger or acquisition scenario, where significant shareholders and directors adjust their holdings as part of the transaction.

Comparison to Industry Standards

• The transaction is typical for mergers and acquisitions, where shareholders receive a cash payment for their shares.
• The price of $47.50 per share is the agreed upon merger consideration, which is a common practice in such deals.
• Similar transactions can be seen in other public company acquisitions, such as the acquisition of Xilinx by AMD, where shareholders received a combination of cash and stock.

Stakeholder Impact

• Shareholders received $47.50 per share as part of the merger agreement.
• Employees holding restricted stock units received cash payments based on the merger consideration.

Key Dates

Keywords

Merger, Acquisition, Share Disposal, Beneficial Ownership, Form 4, Barnes Group Inc., Adam Katz, Irenic Capital, Goat Topco, Goat Parent