SEC Form SC 13D/A filed by Barnwell Industries Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 24)*

BARNWELL INDUSTRIES, INC.

(Name of Issuer)

Common Stock, par value $0.50 per share

(Title of Class of Securities)

068221100

(CUSIP Number)

Ned L. Sherwood

151 Terrapin Point

Vero Beach, Florida 32963

(772) 257-6658

With a copy to:

Sara L. Terheggen

The NBD Group, Inc.

350 N. Glendale Ave, Ste B522

Glendale, California 91206

(310) 890-0110

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 17, 2023

(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 ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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).

This Amendment No. 24 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 24”) amends the Statement of Beneficial Ownership on Schedule 13D filed by Ned L. Sherwood on June 11, 2013 (as amended by the Reporting Persons, the “Schedule 13D” or this “Statement”). Except as amended and supplemented by this Amendment No. 24, the Schedule 13D remains unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended and supplemented as follows:

On October 13, 2023, October 16, 2023 and October 17, 2023, MRMP-Managers, LLC acquired an aggregate of 74,005 shares of Common Stock in a series of open market purchases for an aggregate purchase price of approximately $191,827, excluding brokerage commissions. The source of these funds was investment capital.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended as follows:

(a) Mr. Sherwood beneficially owns in the aggregate 2,707,690.138 shares of Common Stock, which represents approximately 27.1% of the Company’s outstanding shares of Common Stock.

Each percentage ownership of Common Stock set forth in this Statement is based on the 9,990,778 shares of Common Stock reported by the Company as outstanding as of August 4, 2023 in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2023.

(c) Transactions effected by MRMP-Managers, LLC in the Common Stock since the filing of Amendment No. 23 to the Schedule 13D are set forth on Schedule A to this Statement. Each of these transactions was effected through the open market. Except as reported on Schedule A to this Amendment No. 24, Schedule A to Amendment No. 23, Schedule A to Amendment No. 22, Schedule A to Amendment No. 21 or as reported on a Statement of Changes in Beneficial Ownership on Form 4, no Reporting Person has effected any transactions in shares of the Issuer’s Common Stock during the last 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

Dated: October 17, 2023

Schedule A

Transactions in the Common Stock in the Past 60 Days:

MRMP-Managers, LLC: