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. 14)*
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:
Derek D. Bork
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 12, 2022
(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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
| CUSIP No. 068221100 | 13D | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSON Ned L. Sherwood | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,955,194.138* | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,955,194.138* | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,955,194.138* | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.6% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
* Includes (i) 1,717,156.138 shares of Common Stock held by MRMP-Managers LLC, of which Ned L. Sherwood is the Chief Investment Officer, and (ii) 238,038 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.
| CUSIP No. 068221100 | 13D | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSON MRMP-Managers LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,717,156.138 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,717,156.138 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,717,156.138 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.2% | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 068221100 | 13D | Page 4 of 7 Pages |
| 1 | NAME OF REPORTING PERSON Ned L. Sherwood Revocable Trust | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 238,038 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 238,038 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 238,038 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 068221100 | 13D | Page 5 of 7 Pages |
| 1 | NAME OF REPORTING PERSON Bradley M. Tirpak | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS PF | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America and Republic of Ireland | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 34,127 | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER 50,793* | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 50,793* | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
* Includes 16,666 shares of Common Stock that may be acquired pursuant to the exercise of stock options that are exercisable within 60 days of the filing of this Statement.
| CUSIP No. 068221100 | 13D | Page 6 of 7 Pages |
This Amendment No. 14 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 14”) 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. 14, the Schedule 13D remains unchanged.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The total cost for purchasing the Common Stock reported as beneficially owned by Mr. Sherwood was approximately $6,827,433, which includes $6,060,213 used to purchase the MRMP Shares and $767,220 used to purchase the Revocable Trust Shares. The source of these funds was investment capital.
The total cost for purchasing the Common Stock reported as owned by Mr. Tirpak, including brokerage commissions, was approximately $30,317. The source of these funds was personal funds.
| Item 5. | Interest in Securities of the Issuer. |
(a) Mr. Sherwood beneficially owns in the aggregate 1,955,194.138 shares of Common Stock, which represents approximately 19.6% of the Company’s outstanding shares of Common Stock. Mr. Tirpak beneficially owns in the aggregate 34,127 shares of Common Stock and options to purchase 50,000 shares of Common Stock, at an exercise price of $3.33 per share, which were granted to him as part of his director compensation on February 9, 2021. The stock options vest in three equal annual installments beginning on February 9, 2022.
Each percentage ownership of Common Stock set forth in this Statement is based on the 9,956,687 shares of Common Stock reported by the Company as outstanding as of August 5, 2022 in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.
(c) Transactions effected by each of the Reporting Persons in the Common Stock in the last 60 days are set forth on Schedule A to this Statement. Each of these transactions was effected through the open market.
| 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.
| CUSIP No. 068221100 | 13D | Page 7 of 7 Pages |
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: September 13, 2022
| /s/ Ned L. Sherwood | ||
| NED L. SHERWOOD | ||
| MRMP-MANAGERS LLC | ||
| By: | /s/ Ned L. Sherwood | |
| Name: | Ned L. Sherwood | |
| Title: | Chief Investment Officer | |
| NED L. SHERWOOD REVOCABLE TRUST | ||
| By: | /s/ Ned L. Sherwood | |
| Name: | Ned L. Sherwood | |
| Title: | Trustee | |
| /s/ Bradley M. Tirpak | ||
| BRADLEY M. TIRPAK | ||
Schedule A
Transactions in the Common Stock in the Past 60 Days:
MRMP-Managers, LLC:
| Transaction Date | Number of Shares Bought/(Sold) | Price Per Share ($) | ||
| 08/15/2022 | 61,366 | $2.9063(1) | ||
| 08/19/2022 | 1,723 | $2.86 | ||
| 08/25/2022 | 1,047 | $3.01 | ||
| 08/26/2022 | 20,000 | $2.955(1) | ||
| 08/29/2022 | 1,113 | $2.98 | ||
| 08/30/2022 | 5,000 | $2.99 | ||
| 08/31/2022 | 5,000 | $2.96 | ||
| 09/01/2022 | 4,000 | $2.95(1) | ||
| 09/12/2022 | 5,341 | $2.9551(1) | ||
| 09/13/2022 | 30,000 | $3.0033(1) |
| (1) | The price per share reported is the weighted average price. 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. |
