SEC FORM 4

SEC FORM 4 SEC Form 4

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

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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^*

SHERWOOD NED L

(Last)

(First)

(Middle)

151 TERRAPIN POINT

(Street)

VERO BEACH

32963

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BARNWELL INDUSTRIES INC [ BRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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, par value $0.50 per share	05/25/2023		P		105,180	A	$2.61⁽¹⁾	2,102,960.138⁽³⁾	I	MRMP-Managers LLC
Common Stock, par value $0.50 per share	05/26/2023		P		64,452	A	$2.68⁽²⁾	2,167,412.138⁽³⁾	I	MRMP-Managers LLC
Common Stock, par value $0.50 per share								238,038⁽⁴⁾	I	Ned L. Sherwood Revocable Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

SHERWOOD NED L

(Last)

(First)

(Middle)

151 TERRAPIN POINT

(Street)

VERO BEACH

32963

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MRMP Managers LLC

(Last)

(First)

(Middle)

C/O SOUTH DAKOTA TRUST COMPANY

201 S. PHILLIPS AVENUE

(Street)

SIOUX FALLS

57104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Ned L. Sherwood Revocable Trust

(Last)

(First)

(Middle)

151 TERRAPIN POINT

(Street)

VERO BEACH

32963

(City)

(State)

(Zip)

Explanation of Responses:

1. The price reported represents a weighted average price. These shares were purchased for a price of $2.61 per share. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

2. The price reported represents a weighted average price. These shares were purchased in two transactions at a price per share of $2.66 and $2.68. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

3. Shares are held by MRMP-Managers LLC, of which Mr. Sherwood is Chief Investment Officer. Mr. Sherwood disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. Shares are held by the Ned L. Sherwood Revocable Trust, of which Mr. Sherwood is the sole trustee and beneficiary. Mr. Sherwood disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

	/s/ Ned L. Sherwood	05/26/2023
	MRMP-MANAGERS LLC /s/ Ned L. Sherwood, Chief Investment Officer	05/26/2023
	NED L. SHERWOOD REVOCABLE TRUST /s/ Ned L. Sherwood, Trustee	05/26/2023
	** 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.

SEC Form 4 filed by Sherwood Ned L