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Form 4 BARNES GROUP INC For: Feb 25 Filed by: BARNES THOMAS O

February 27, 2015 1:46 PM EST
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
BARNES THOMAS O
(Last) (First) (Middle)
BARNES GROUP INC.
123 MAIN STREET
(Street)
BRISTOL CT 06010
(City) (State) (Zip)
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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/24/2015   G (1) V 12,066 D $ 0 105,611 (2) I Trust#42-01-102-2549053
Common Stock 02/25/2015   S   3,000 D $ 39.9202 (3) 372,850.6254 (4) D  
Common Stock 02/25/2015   S   92 D $ 39.9936 39,264 (2) I Trust #42-01-100-8546568
Common Stock 02/25/2015   S   157 D $ 39.9936 415,179 (2) I Trust #42-01-100-8546559
Common Stock 02/25/2015   S   27 D $ 39.9936 76,128 (2) I Trust #42-01-100-8550714
Common Stock 02/25/2015   S   54 D $ 39.9936 161,368 (2) I Trust #42-01-100-8550720
Common Stock 02/25/2015   S   191 D $ 39.9936 484,505 (2) I Trust #42-01-100-8550719
Common Stock 02/25/2015   S   167 D $ 39.9936 412,308 (2) I Trust #42-01-100-8546558
Common Stock 02/25/2015   S   30 D $ 39.9936 84,317 (2) I Trust #42-01-100-8550713
Common Stock 02/26/2015   S   43 D $ 40.0504 39,221 (2) I Trust #42-01-100-8546568
Common Stock 02/26/2015   S   73 D $ 40.0504 415,106 (2) I Trust #42-01-100-8546559
Common Stock 02/26/2015   S   13 D $ 40.0504 76,115 (2) I Trust #42-01-100-8550714
Common Stock 02/26/2015   S   26 D $ 40.0504 161,342 (2) I Trust #42-01-100-8550720
Common Stock 02/26/2015   S   89 D $ 40.0504 484,416 (2) I Trust #42-01-100-8550719
Common Stock 02/26/2015   S   78 D $ 40.0504 412,230 (2) I Trust #42-01-100-8546558
Common Stock 02/26/2015   S   15 D $ 40.0504 84,302 (2) I Trust #42-01-100-8550713
Common Stock 02/26/2015   G V 1,000 D $ 0 371,850.6254 (4) D  
Common Stock               35,137.829 I By 401(k) Plan
Common Stock               4,169.3366 (2) I By my wife
Common Stock               151,290 (2) I Trust #42-01-102-2548261
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. Reflects distribution to trust beneficiaries.
2. Reporting Person hereby disclaims beneficial ownership of shares held by his Wife, and the Trusts except to the extent of his pecuniary interest.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.91 to $39.95, inclusive. The reporting person undertakes to provide to Barnes Group Inc., any security holder of Barnes Group Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.
4. Includes 2475 Restricted Stock Units granted 2/10/2015 that are subject to forfeiture if certan events occur.
Monique B. Marchetti, pursuant to Power of Attorney 02/27/2015
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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