UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
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
4731 North Highway A1A, Suite 213
Vero Beach, FL 32963
(772) 226-7923
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 11, 2015
(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 persons 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).
(Continued on following pages)
CUSIP No. 068221100 | SCHEDULE 13D | Page 2 of 8 Pages |
1 | NAME OF REPORTING PERSONS
Ned L. Sherwood | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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 of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
899,622.138* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
899,622.138* | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
899,622.138* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%** | |||||
14 | TYPE OF REPORTING PERSON
IN |
* | Includes (i) 661,584.138 common shares held by MRMP-Managers LLC, of which Ned L. Sherwood is the Chief Investment Officer and (ii) 238,038 common shares held by the Ned L. Sherwood Revocable Trust, of which Ned. L. Sherwood is the beneficiary and trustee. Ned. L. Sherwood disclaims beneficial ownership of such common shares except to the extent of his pecuniary interest therein. |
** | All percentages reported herein are calculated based upon an aggregate of 8,277,160 shares of common stock outstanding as of August 10, 2015, as reported on the Issuers Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015. |
CUSIP No. 068221100 | SCHEDULE 13D | Page 3 of 8 Pages |
1 | NAME OF REPORTING PERSONS
MRMP-Managers LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
661,584.138 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
661,584.138 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
661,584.138 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%** | |||||
14 | TYPE OF REPORTING PERSON
OO |
** | All percentages reported herein are calculated based upon an aggregate of 8,277,160 shares of common stock outstanding as of August 10, 2015, as reported on the Issuers Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015. |
This Amendment No. 4 to Schedule 13D (this Amendment No. 4) relates to the common stock, par value $0.50 per share (the Shares), of Barnwell Industries, Inc., a Delaware corporation (the Issuer) and amends the Schedule 13D filed on June 11, 2013, as amended by Amendment No. 1 thereto filed with the SEC on December 17, 2013, Amendment No. 2 thereto filed with the SEC on May 14, 2014 and Amendment No. 3 thereto filed with the SEC on November 13, 2014 (the Original Schedule 13D and, together with this Amendment No. 4, the Schedule 13D). Capitalized terms used and not defined in this Amendment No. 4 have the meanings set forth in the Original Schedule 13D. This Amendment No. 4 is being filed by Ned L. Sherwood (Sherwood) and MRMP-Managers LLC, a Delaware limited liability company (MRMP and together with Sherwood, the Reporting Persons).
This Amendment No. 4 is being filed to amend Item 4 and Item 7 of the Schedule 13D as follows:
Item 4 | Purpose of Transaction |
Item 4 of the Schedule 13D is amended by adding thereto the following:
On September 11, 2015, Sherwood delivered a letter to the Issuer, a copy of which is attached hereto as Exhibit 8 and is incorporated by reference in this Item 4 in its entirety.
Item 7 | Material to be Filed as Exhibits |
Item 7 of the Schedule 13D is amended by adding thereto the following:
Exhibit 8: | Letter to the Issuer, dated September 11, 2015 |
SIGNATURES
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.
September 14, 2015 | Ned L. Sherwood | |||||
By: | /s/ Ned L. Sherwood | |||||
Name: | Ned L. Sherwood | |||||
September 14, 2015 | MRMP-Managers LLC | |||||
By: | /s/ Ned L. Sherwood | |||||
Name: | Ned L. Sherwood | |||||
Title: | Chief Investment Officer |
Exhibit 8
Ned L. Sherwood
4731 North Highway AlA, Suite 213
Vero Beach, FL 32963
(772) 226-7923
Via FedEx
September 11, 2015
Mr. Russell M. Gifford
Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
Barnwell Industries, Inc.
1100 Alakea Street, Suite 2900
Honolulu, Hawaii 96813
Dear Mr. Gifford:
As a stockholder of Barnwell Industries, Inc. (the Company), I hereby submit the enclosed proxy access stockholder proposal (the Proposal) for inclusion in the Companys proxy statement to be circulated to the Companys stockholders in connection with the Companys upcoming annual meeting of stockholders. The Proposal is being submitted in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended.
Pursuant to Rule l4a-8(b) enclosed please find my Schedule l3D (dated June 11, 2013), along with Amendments No. 1, 2 and 3 to the original Schedule 13D, reflecting my beneficial ownership of shares of the Companys common stock as of or before September 11, 2014, which is the date on which the one-year eligibility period begins. Further, I confirm that I hold and have held continuously for more than one year preceding and including September 11, 2015 over $2,000 in market value of the Companys common shares.
I confirm that I intend to continue holding over $2,000 in market value of the Companys common shares through the date of the Companys annual meeting of stockholders. Please be advised that I (or my representative) will attend the Companys annual meeting of stockholders to present the resolution as required.
Sincerely,
Ned L. Sherwood
STOCKHOLDER PROPOSAL PROXY ACCESS
RESOLVED: Stockholders of Barnwell Industries, Inc. (the Company) ask the Board of Directors (the Board) to adopt, and present for stockholder approval, a proxy access bylaw. Such bylaw shall require the Company to include in proxy materials prepared for a stockholder meeting at which directors are to be elected the name, Disclosure and Statement (defined herein) of any person nominated for election to the Board by a stockholder or group (the Nominator) that meets criteria established below. The Company shall allow stockholders to vote on such nominee on the Companys proxy card.
The number of stockholder-nominated candidates appearing in proxy materials shall not exceed 25% of the directors then serving. This bylaw, which shall supplement existing rights under Company bylaws, should provide that a Nominator must:
a) | have beneficially owned 3% or more of the Companys outstanding common stock continuously for at least three years before submitting the nomination; |
b) | give the Company, within the time period identified in its bylaws, written notice of the information required by the bylaws and any Securities and Exchange Commission rules about (i) the nominee, including consent to being named in the proxy materials and to serving as director if elected; and (ii) the Nominator, including proof it owns the required shares (the Disclosure); and |
c) | certify that the Nominator (i) will assume liability stemming from any legal or regulatory violation arising out of Nominators communications with Company stockholders, including the Disclosure and Statement; (ii) will comply with all applicable laws and regulations if it uses soliciting material other than the Companys proxy materials; and (iii) to the best of its knowledge, acquired the required shares in the ordinary course of business and not to change or influence control at the Company. |
The Nominator may submit with the Disclosure a statement not exceeding 500 words in support of the nominee (the Statement). The Board shall adopt procedures for promptly resolving disputes over timeliness of a nomination, whether the Disclosure and Statement satisfy the bylaw and applicable federal regulations, and the priority to be given to multiple nominations exceeding the 25% limit.
Supporting Statement:
The Companys Board is far too comfortable and entrenched:
| three out of 10 directors are over 80 years old; |
| according to the latest proxy, the Chairmans average total compensation over the last three years was over $850,000; |
| the average tenure of the Companys directors is over 17 years and seven directors served for more than 10 years; and |
| three directors are also Company executives. |
Proxy access will make directors more accountable. Further, the CFA Institutes Proxy Access in the United States: Revisiting the Proposed SEC Rule (http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1) found that proxy access would benefit both the markets and corporate boardrooms, with little cost or disruption.
Proxy access enjoys strong investor support and similar bylaws have been adopted by companies of various sizes across industries.
We urge stockholders to vote FOR this proposal.
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