Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * BARNES THOMAS O	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)
(Last)          (First)          (Middle) BARNES GROUP INC., 123 MAIN STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 8/30/2021
(Street) BRISTOL, CT 06010 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	8/30/2021		G	V	146900	D	$0	545306.84 (1)	D
Common Stock	8/30/2021		G	V	146900	A	$0	151417.78 (2)	I	By my wife
Common Stock	10/27/2021		G(3)	V	28995	A	$0	574336.72 (4)	D
Common Stock								39116 (2)	I	Trust #42-01-100-8546568
Common Stock								54053 (2)	I	Trust#42-01-102-2549053

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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

Explanation of Responses:
(1)	Includes (a) a balance of 1,002 Restricted Stock Units granted 2/12/2021, which are subject to forfeiture if certain events occur and payable in shares of common stock on or as soon as practicable following the applicable vesting date; (b) 12,000 shares of deferred stock under the Non-Employee Director Deferred Stock Plan, which are payable in shares of common stock upon separation from service as a director, and (c) 532,304.84 shares of common stock.
(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)	Reflects distribution as a trust beneficiary.
(4)	Includes (a) a balance of 501 Restricted Stock Units granted 2/12/2021, which are subject to forfeiture if certain events occur and payable in shares of common stock on or as soon as practicable following the applicable vesting date; (b) 12,000 shares of deferred stock under the Non-Employee Director Deferred Stock Plan, which are payable in shares of common stock upon separation from service as a director, and (c) 561,835.72 shares of common stock, which include 34.88 shares from dividends reinvested on 9/10/21.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BARNES THOMAS O BARNES GROUP INC. 123 MAIN STREET BRISTOL, CT 06010	X

Signatures
Thomas O. Barnes by Patricia A. Bradley under Power of Attorney		11/4/2021
**Signature of Reporting Person		Date