Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
STEPHENS CHRISTOPHER J
  2. Issuer Name and Ticker or Trading Symbol
BARNES GROUP INC [B]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Finance and CFO
(Last)
(First)
(Middle)
BARNES GROUP INC., 123 MAIN STREET
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2019
(Street)

BRISTOL, CT 06010
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/26/2019   M   9,400 A $ 37.13 120,250.13 (1) D  
Common Stock 02/26/2019   M   3,800 A $ 37.13 124,050.13 (1) D  
Common Stock 02/26/2019   S(2)   4,496 D $ 58.4659 119,554.13 (1) D  
Common Stock 02/26/2019   S(3)   8,704 D $ 59.1892 110,850.13 (1) D  
Common Stock               2,111.48 I By Company's 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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
Stock Option-Right to Buy $ 37.13 02/26/2019   M     9,400   (4) 02/12/2024 Common Stock 9,400 (5) 0 D  
Stock Option-Right to Buy $ 37.13 02/26/2019   M     3,800   (4) 02/12/2024 Common Stock 3,800 (5) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STEPHENS CHRISTOPHER J
BARNES GROUP INC.
123 MAIN STREET
BRISTOL, CT 06010
      SVP, Finance and CFO  

Signatures

 Patricia A. Bradley, pursuant to a Power of Attorney   02/27/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes balances of 2333 Restricted Stock Units granted 2/10/2016, 3199 granted 2/8/2017, 4300 granted 2/87/2018, and 5000 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 $58.34 to $58.68, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.69 to $59.65, 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.
(4) The options vested 33.334% on the 18th month and 33.333% on the 30th and 42nd months from the 2/12/2014 grant date.
(5) 1 for 1.

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