Form 4: Barnes Group Inc. Executive Disposes of Shares and Restricted Stock Units Following Merger

A Barnes Group Inc. executive, Troy W. Ingianni, disposed of common stock and restricted stock units as part of the merger agreement with Goat Holdco, LLC.

Summary

• Troy W. Ingianni, a VP and Principal Accounting Officer at Barnes Group Inc., disposed of 3,187 shares of common stock and 6,831 restricted stock units on January 27, 2025.
• These transactions occurred as a result of the merger agreement between Barnes Group Inc., Goat Holdco, LLC, and Goat Merger Sub, Inc. dated October 6, 2024.
• The merger agreement stipulated that each share of Barnes common stock would be converted into the right to receive $47.50 in cash.
• Similarly, each restricted stock unit was cashed out at the same rate of $47.50 per underlying share.

Sentiment

Score: 7

Explanation: The document is a standard regulatory filing related to a merger, indicating a neutral to slightly positive sentiment as the merger has been completed as expected.

Industry Context

This filing reflects the completion of a merger transaction, which is a common event in corporate finance. The disposal of shares and restricted stock units by an executive is a standard procedure following such an event.

Comparison to Industry Standards

• Merger transactions often involve the conversion of existing shares and equity awards into cash or shares of the acquiring company.
• The cash-out of restricted stock units at the merger price is a typical practice in such deals.
• The price of $47.50 per share is the agreed upon price in the merger agreement, and is not a reflection of the market price of the stock.

Stakeholder Impact

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

Key Dates

Keywords

Merger, Barnes Group Inc, Stock Disposal, Restricted Stock Units, Executive Transaction, Goat Holdco, Form 4