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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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BARNWELL INDUSTRIES INC (Name of Issuer) |
Common stock, par value $0.50 per share (Title of Class of Securities) |
068221100 (CUSIP Number) |
Justin W. Chairman, Esq. Morgan, Lewis & Bockius LLP, 2222 Market Street Philadelphia, PA, 19103 (215) 963-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/09/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 068221100 |
| 1 |
Name of reporting person
Barnwell Industries, Inc. Employees' Pension Plan Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEW JERSEY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
629,525.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
EP |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.50 per share | |
| (b) | Name of Issuer:
BARNWELL INDUSTRIES INC | |
| (c) | Address of Issuer's Principal Executive Offices:
1100 Alakea Street, Suite 500, Honolulu,
HAWAII
, 96813. | |
Item 1 Comment:
The information in this Amendment No. 1 to Schedule 13D (this "First Amendment" or this "13D/A") amends and supplements the Schedule 13D (the "Original Schedule 13D," and, as amended, the "Schedule 13D") filed with the U.S. Securities and Exchange Commission (the "SEC") by the Reporting Person therein described on July 3, 2025, relating to the common stock, par value $0.50 per share (the "Common Stock"), of Barnwell Industries, Inc., a Delaware corporation (the "Issuer" or the "Company"). Except as set forth herein, the Schedule 13D remains unmodified. Capitalized terms used herein without definition have the meaning assigned thereto in the Original Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Information in Rows 11 to 13 of the cover page are incorporated into this Item 5(a) by reference.
The Reporting Person's aggregate percentage beneficial ownership of the total amount of Common Stock outstanding is 6.2%, based on a total of 10,073,534 shares of Common Stock issued and outstanding as of August 11, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on August 13, 2025.
The Reporting Person disclaims beneficial ownership of all the shares of Common Stock included in this report, except to the extent of any pecuniary interest therein, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Exchange Act, or for any other purpose. | |
| (b) | Information in Rows 7 to 10 of the cover page are incorporated into this Item 5(b) by reference. | |
| (c) | The Reporting Person made the following open market purchases of shares of Common Stock during the past sixty days :
Number of
Transaction Shares Purchase Price
Date Purchased Per Share
09/10/2025 5,000 $1.12
09/10/2025 325 $1.13
09/09/2025 3,153 $1.14
09/09/2025 5,000 $1.13
09/05/2025 6,000 $1.16
09/03/2025 5,000 $1.15
09/03/2025 5,000 $1.15
09/02/2025 1,923 $1.15
08/28/2025 99 $1.14
08/19/2025 1,590 $1.13
07/29/2025 400 $1.15
07/25/2025 519 $1.19
07/24/2025 700 $1.17
07/24/2025 4,200 $1.18
07/23/2025 200 $1.17
07/21/2025 6,000 $1.19
07/18/2025 87 $1.20
07/17/2025 5,209 $1.20
07/16/2025 6,000 $1.18
07/15/2025 6,500 $1.20
07/15/2025 5,000 $1.20
07/14/2025 5,000 $1.24
07/14/2025 7,490 $1.24 | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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