Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 40)*
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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) |
Ned L. Sherwood 151 Terrapin Point, Vero Beach, FL, 32963 (772) 257-6658 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/04/2025 (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
Ned L. Sherwood | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,685,792.69 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.85 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* Includes (i) 2,461,497.690 shares of Common Stock held by MRMP-Managers LLC, of which Ned L. Sherwood is the Chief Investment Officer, and (ii) 224,295 shares of Common Stock held by the Ned L. Sherwood Revocable Trust, of which Ned L. Sherwood is the sole trustee and beneficiary. Ned L. Sherwood disclaims beneficial ownership of such Common Stock except to the extent of his pecuniary interest therein.
SCHEDULE 13D
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| CUSIP No. | 068221100 |
| 1 |
Name of reporting person
MRMP-Managers LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,461,497.69 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.02 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 068221100 |
| 1 |
Name of reporting person
Ned L. Sherwood Revocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
224,295.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.94 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
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 ST., SUITE 500, HONOLULU,
HAWAII
, 96813. | |
Item 1 Comment:
This Amendment No. 40 to Statement of Beneficial Ownership on Schedule 13D (this "Amendment No. 40") 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. 40, the Schedule 13D remains unchanged. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended as follows: The information set forth on the cover page of this Amendment No. 40 is incorporated herein by reference. As of the date hereof, Mr. Sherwood beneficially owns in the aggregate 2,685,792.690 shares of Common Stock, which represents approximately 21.85% of the Company's outstanding shares of Common Stock. Each percentage ownership of Common Stock owned by the Reporting Persons set forth in this Statement is based on the (i) 10,073,534 shares of Common Stock reported by the Company as outstanding as of August 11, 2025 in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on August 13, 2025 and (ii) 2,221,141 shares of Common Stock reported by the Company as being issued in connection with the Company's latest offering as reported in the Company's Form 8-K filed with the SEC on November 26, 2025. | |
| (c) | Transactions effected by MRMP-Managers LLC and Ned L. Sherwood Revocable Trust in the Common Stock since the filing of Amendment No. 39 to the Schedule 13D are set forth below. Each of these transactions was effected through the open market. On December 2, 2025, MRMP-Managers LLC sold 174,587.448 shares at prices ranging between $1.14 and $1.18, with a weighted average price of $1.15.* On December 2, 2025, Ned L. Sherwood Revocable Trust sold 13,743 shares at a price of $1.14.* On December 3, 2025, MRMP-Managers LLC sold 131,910 shares at prices ranging between $1.07 and $1.14, with a weighted average price of $1.10.* *Transactions effected for tax planning purposes. Except as reported herein, 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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