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 ^* Dempsey Patrick	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 __X__ Officer (give title below) _____ Other (specify below) President and CEO
(Last) (First) (Middle) BARNES GROUP INC., 123 MAIN STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 11/5/2019
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/5/2019		M		3379	A	$26.59	350729 ⁽¹⁾	D
Common Stock	11/5/2019		M		15400	A	$24.24	366129 ⁽¹⁾	D
Common Stock	11/5/2019		M		25300	A	$26.32	391429 ⁽¹⁾	D
Common Stock	11/5/2019		M		13310	A	$37.13	404739 ⁽¹⁾	D
Common Stock	11/5/2019		S⁽²⁾		57389	D	$61.2842	347350 ⁽¹⁾	D
Common Stock								4153.17	I	By Company's 401(k) Plan

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option-Right to Buy	$26.59	11/5/2019		M		3379		⁽³⁾	2/8/2022	Common Stock	3379	⁽⁴⁾	0	D
Stock Option-Right to Buy	$24.24	11/5/2019		M		15400		⁽⁵⁾	2/12/2023	Common Stock	15400	⁽⁴⁾	0	D
Stock Option-Right to Buy	$26.32	11/5/2019		M		25300		⁽⁶⁾	3/1/2023	Common Stock	25300	⁽⁴⁾	0	D
Stock Option-Right to Buy	$37.13	11/5/2019		M		13310		⁽⁷⁾	2/12/2024	Common Stock	13310	⁽⁴⁾	17490	D

Explanation of Responses:
(1)	Includes balances of 4799 Restricted Stock Units granted 2/8/2017, 8399 granted 2/8/2018 and 14400 granted 2/13/2019, that are subject to forfeiture if certain events occur.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.00 to $61.80, 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 this footnote to this Form 4.
(3)	The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the 2/8/2012 grant date.
(4)	1 for 1.
(5)	The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the 2/12/2013 grant date.
(6)	The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the 3/1/2013 grant date.
(7)	The options vest 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the 2/12/2014 grant date.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dempsey Patrick BARNES GROUP INC. 123 MAIN STREET BRISTOL, CT 06010	X		President and CEO

Signatures
Patricia A. Bradley, pursuant to a Power of Attorney		11/7/2019
^**Signature of Reporting Person		Date

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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).
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