Sec Form 4 Filing - SHERWOOD NED L @ BARNWELL INDUSTRIES INC - 2019-12-20

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 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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1. Name and Address of Reporting Person SHERWOOD NED L 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) (Last) (First) (Middle) 151 TERRAPIN POINT, 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2019 (Street) VERO BEACH, FL32963 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.50 per share 12/20/2019 P 3,062 A $ 0.99 1,003,273.138 ( 1 ) ( 3 ) I MRMP-Managers LLC Common Stock, par value $0.50 per share 238,038 ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHERWOOD NED L 151 TERRAPIN POINT VERO BEACH, FL32963 X MRMP Managers LLC C/O SOUTH DAKOTA TRUST COMPANY 201 S. PHILLIPS AVENUE SIOUX FALLS, SD57104 X Ned L. Sherwood Revocable Trust 151 TERRAPIN POINT VERO BEACH, FL32963 Group Member Signatures /s/ Ned L. Sherwood 12/31/2020 Signature of Reporting Person Date MRMP-MANAGERS LLC /s/ Ned L. Sherwood, Chief Investment Officer 12/31/2020 Signature of Reporting Person Date NED L. SHERWOOD REVOCABLE TRUST /s/ Ned L. Sherwood, Trustee 12/31/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )The shares reported in Column 5 as held by MRMP-Managers LLC are the total shares held as of December 31, 2020. The Form 4 filed on December 23, 2019 inadvertently omitted this transaction. This Form 4 is being filed to correct this oversight. The number of shares held by MRMP-Managers LLC did not reflect this purchase in the total reported in Column 5 in each of the subsequent Form 4 filings that were filed between December 23, 2019 and February 4, 2020.

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).

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