Amended Statement of Beneficial Ownership (sc 13d/a)
January 02 2020 - 5:07PM
Edgar (US Regulatory)
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. 8)*
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)
December 19, 2019
(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
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13D
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Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSON
Ned L. Sherwood
|
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
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8
|
SHARED VOTING POWER
1,186,440.138*
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9
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SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,186,440.138*
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,186,440.138*
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
|
|
14
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TYPE OF REPORTING PERSON
IN
|
|
|
|
|
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* Includes (i) 948,402.138 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 9 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)
|
¨
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6
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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
948,402.138
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
948,402.138
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
948,402.138
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
|
|
14
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TYPE OF REPORTING PERSON
OO
|
|
|
|
|
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CUSIP No. 068221100
|
13D
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Page 4 of 9 Pages
|
1
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NAME OF REPORTING PERSON
Ned L. Sherwood Revocable Trust
|
|
2
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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)
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¨
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6
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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)
2.9%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
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CUSIP No. 068221100
|
13D
|
Page 5 of 9 Pages
|
1
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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)
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¨
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6
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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
34,127
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
34,127
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
|
|
14
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TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
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CUSIP No. 068221100
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13D
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Page 6 of 9 Pages
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This Amendment No.
8 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 8”) 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. 8, the Schedule 13D remains unchanged.
Item 3.
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Source and Amount of Funds or Other Consideration.
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The total cost for
purchasing the Common Stock reported as beneficially owned by Sherwood was approximately $5,028,558, which includes $4,261,338
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 Tirpak, including brokerage commissions, was approximately $30,317. The source
of these funds was personal funds.
The Reporting Persons
may effect purchases of shares of Common Stock through margin accounts maintained for them with brokers, which extend margin credit
as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock
exchange rules, such firms’ credit policies and other applicable policies. Subject to applicable law and policies, positions
in the shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit
balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other securities
may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares
of Common Stock.
Item 4.
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Purpose of Transaction.
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On January 2, 2020,
the Reporting Persons issued a press release, a copy of which is attached as Exhibit 99.1 hereto.
The Reporting Persons
acquired the shares of Common Stock reported in this Statement for investment purposes. The Reporting Persons may in the future
acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock held by the Reporting Persons
in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may
deem advisable. The Reporting Persons may engage in short selling or hedging or similar transactions with respect to the shares
of Common Stock, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law.
The Reporting Persons
intend to have conversations, meetings and other communications with the management and board of directors of the Company, shareholders,
and other persons, in each case to discuss the Company’s business, strategies, and other matters relating to the Company.
These communications may include a discussion of options for enhancing shareholder value.
Except as set forth
herein, none of the Reporting Persons has any present plan or proposal that would result in any of the actions described in paragraphs
(a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right in the future to formulate any such plans or
proposals, and to take any actions with respect to their investments in the Company, including any or all of the actions described
in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.
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Interest in Securities of the Issuer.
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(a) The Reporting Persons
beneficially own in the aggregate 1,220,567.138 shares of Common Stock, which represents approximately 14.7% of the Company’s
outstanding shares of Common Stock.
Each percentage ownership
of Common Stock set forth in this Statement is based on the 8,277,160 shares of Common Stock reported by the Company as outstanding
as of December 3, 2019 in the Company’s Annual Report on Form 10-K for the year ended September 30, 2019.
(c) Transactions effected
by each of the Reporting Persons in the Common Stock since the filing of Amendment No. 7 to this Statement on December 6, 2019
are set forth on Schedule A to this Statement. Each of these transactions was effected through the open market.
CUSIP No. 068221100
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13D
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Page 7 of 9 Pages
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Item 6.
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Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
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Information set forth
under Item 4 above is incorporated herein by reference.
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 Amendment No. 8, which agreement is set forth on the signature page to this Statement.
Item 7.
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Material to Be Filed as Exhibits.
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99.1 Press Release, dated January 2, 2020.
CUSIP No. 068221100
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13D
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Page 8 of 9 Pages
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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: January 2, 2020
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/s/ Ned L. Sherwood
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NED L. SHERWOOD
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MRMP-MANAGERS LLC
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By:
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/s/ Ned L. Sherwood
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Name:
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Ned L. Sherwood
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Title:
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Chief Investment Officer
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NED L. SHERWOOD REVOCABLE TRUST
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By:
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/s/ Ned L. Sherwood
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Name:
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Ned L. Sherwood
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Title:
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Trustee
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/s/ Bradley M. Tirpak
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BRADLEY M. TIRPAK
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CUSIP No. 068221100
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13D
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Page 9 of 9 Pages
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Schedule A
Transactions in the Common Stock
Since the Filing of Amendment No. 7 to
the Schedule 13D on December 6, 2019:
MRMP-Managers, LLC:
Transaction Date
|
|
Number of Shares Bought/(Sold)
|
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Price Per Share ($)(1)
|
12/19/2019
|
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113,117
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0.7105
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12/20/2019
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101,405
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0.9123
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12/23/2019
|
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9,239
|
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0.9535
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12/27/2019
|
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2,607
|
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0.9527
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12/30/2019
|
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60,450
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0.9292
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(1)
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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.
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