UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

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)

February 9, 2016

(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 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)

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) 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, Amendment No. 3 thereto filed with the SEC on November 13, 2014 and Amendment No. 4 thereto filed with the SEC on September 14, 2015 (the “Original Schedule 13D” and, together with this Amendment No. 5, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 5 have the meanings set forth in the Original Schedule 13D. This Amendment No. 5 is being filed by Ned L. Sherwood (“Sherwood”), MRMP-Managers LLC, a Delaware limited liability company (“MRMP” and together with Sherwood, the “Sherwood Reporting Persons”) and Bradley M. Tirpak (“Tirpak” and, together with the Sherwood Reporting Persons, the “Reporting Persons”).

This Amendment No. 5 is being filed to amend Item 2, Item 3, Item 4, Item 5, Item 6 and Item 7 of the Schedule 13D as follows:

Item 2 of the Original Schedule 13D is amended by adding thereto the following:

Item 3 of the Original Schedule 13D is amended by adding thereto the following:

Tirpak expended an aggregate of approximately $19,769.90 of his own personal funds to acquire the Shares held by him. None of the funds used to purchase such Shares were provided through borrowings of any nature.

Item 4 of the Original Schedule 13D is amended by adding the following:

The response under Item 6 below is incorporated herein by reference.

Tirpak has previously submitted to the Issuer a stockholder proposal to be presented at the Issuer’s 2016 annual meeting of stockholders to separate the Chairman of the Board from the Chief Executive Officer, by requiring the Chairman of the Board, whenever possible, to be an independent member of the Board.

On February 10, 2016, the Reporting Persons issued a press release regarding their delivery of an open letter to fellow stockholders. The open letter urges stockholders to vote “FOR” the two stockholder proposals regarding (1) separating the Chairman of the Board from the Chief Executive Officer and (2) proxy access, and also urges stockholders to “WITHHOLD” votes on all directors.A copy of the press release is attached hereto as Exhibit 9 and is incorporated by reference in this Item 4 in its entirety.

Notwithstanding anything to the contrary in the Original Schedule 13D, the Reporting Persons hereby affirm that they have no current intent to engage in a control transaction or any contested solicitation for the election of directors of the Issuer.

Item 5 of the Original Schedule 13D is amended by adding the following:

The percentages used in this Item and in the rest of the Schedule 13D are calculated based upon an aggregate of 8,277,160 shares of common stock outstanding as of January 11, 2016, as reported in the Issuer’s Proxy Statement on Schedule 14A for the Issuer’s 2016 annual meeting of stockholders.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is amended by adding thereto the following:

On February 9, 2016, Sherwood and Tirpak entered into an agreement (the “Group Agreement”) to coordinate certain efforts with respect to their investment in the Issuer. Pursuant to the Group Agreement, each of Sherwood and Tirpak agreed to use reasonable efforts to coordinate their activities directly related to (i) their voting of Securities (as defined in the Group Agreement) and (ii) public communications made in connection with their investment in Securities. Each of Tirpak and Sherwood agreed that any filing with the Securities and Exchange Commission (including without limitation any filing required by Section 13(d), Section 14 or Section 16 of the Exchange Act), press release, white paper, stockholder communication or other public communication proposed to be made or issued by the Group (as defined in the Group Agreement) or any of its members in connection with the Group’s activities shall require mutual consent. Each of Tirpak and Sherwood may terminate the Group Agreement upon written notice to the other. References to, and descriptions of, the Group Agreement set forth herein are not intended to be complete and are qualified in their entirety by reference to the text of the Group Agreement. A copy of the Group Agreement is attached hereto as Exhibit 10 and incorporated herein by reference.

On February 10, 2016, the Reporting Persons entered into a Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of this Schedule 13D (and any amendments thereto) with respect to the securities of the Issuer. Such Joint Filing Agreement is attached hereto as Exhibit 11.

Item 7 of the Original Schedule 13D is amended by adding thereto the following:

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.

Exhibit 9

Barnwell’s Largest Independent Stockholder Sends Open Letter to Fellow Stockholders

Urges stockholders to vote FOR all stockholder proposals

Urges stockholders to WITHHOLD votes on all directors

NEW YORK, February 10, 2016

Ned Sherwood, the largest independent stockholder in Barnwell Industries, Inc. (NYSE: BRN) sent an open letter to his fellow stockholders urging them to vote FOR the two stockholder proposals to be presented at the upcoming annual meeting of stockholders to be held March 7, 2016.

“Stockholders will have an opportunity to send a clear message to the Board of Barnwell Industries, Inc. that the poor corporate governance and underperformance of the company can no longer be tolerated,” said Ned Sherwood. “I urge all of the stockholders to support both my proposal to allow proxy access and the additional stockholder proposal to separate the roles of Chairman and CEO.”

The full text of the letter is below:

Dear fellow stockholder,

As disclosed in Barnwell’s latest proxy statement dated January 21, 2016, there are two important stockholder proposals on the agenda at the annual meeting to be held March 7, 2016. Voting FOR both stockholder proposals will send a strong message to the board that accountability needs to be improved.

The first proposal is the stockholder proposal to “Separate the Chairman from the CEO” and the second proposal is the “Stockholder Proposal to Allow Proxy Access.” I urge you to vote FOR both proposals.

I strongly believe that under the current management and current board, the company’s performance has been atrocious. Over the past three years, Barnwell’s stock has declined over 57% from $3.57 on February 1, 2013 to $1.53 on February 1, 2016.

Of course, Barnwell’s Board of Directors opposes both stockholder proposals to be presented at the upcoming annual meeting. I’m not surprised by their reaction because these proposals would make directors more accountable to stockholders and threaten the Kinzler family’s control of the Company. After all, the current board collected over $250,000 in fees last year while the stock plummeted.

I strongly believe the market is telling the story that management destroys value. Barnwell’s market price on February 1, 2016 was $1.53 which implies a total market capitalization of $12.7mm, while the company reported over $15.9mm in cash at the end of the last fiscal year. I believe the company is trading at less than the Company’s net cash because the market values Barnwell’s Board and current management team (correctly, in my opinion) at a value less than zero.

In my opinion, a Board and management team that has a track record of the following deeds is certainly a liability.

I believe the Kinzler family and their suspicious voting arrangements with their affiliates will make it nearly impossible to pass the stockholder proposals, but a significant vote FOR the proposals will send a message to the board that they are on notice and cannot hide from their incompetence.

I urge all stockholders to follow my lead and vote FOR all stockholder proposals.

In addition, I urge all stockholders to WITHHOLD votes for all directors.

Contact:

Ned Sherwood

(772) 226-7923

nlsadvisory@gmail.com

Exhibit 10

GROUP AGREEMENT

This GROUP AGREEMENT is made as of February 9, 2016 (this “Agreement”), by and between (i) Bradley Tirpak (“Mr. Tirpak”) and (ii) Ned Sherwood (“Mr. Sherwood” and, together with Mr. Tirpak, the “Group” and individually a “Group Member”).

WHEREAS, the Group Members are beneficial owners of common stock of Barnwell Industries, Inc., a Delaware corporation (the “Company”); and

WHEREAS, the Group wishes to enter into this Agreement pertaining to their investments in, and activities related to, the Company and its Securities (as defined below).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:

1. Mr. Tirpak represents to Mr. Sherwood that as of the date hereof (i) he is the beneficial owner of 7,770 shares of common stock of the Company and (ii) holds no additional Securities of the Company. Mr. Sherwood represents to Mr. Tirpak that as of the date hereof (i) he is the beneficial owner of 899,622.138 shares of common stock of the Company, and (ii) holds no additional Securities of the Company. “Securities” shall mean equity securities of the Company (including any securities or instruments exchangeable for or convertible into equity securities of the Company), options to purchase or sell equity securities of the Company, and swaps, synthetics and other derivative securities or instruments, the value of which is solely and directly related to equity securities of the Company. For purposes of this Agreement “beneficially own” or “beneficial ownership” with respect to any securities shall mean having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

2. During the term of this Agreement, the Group Members agree to use reasonable efforts to coordinate their activities directly related to (i) their voting of Securities and (ii) public communications made in connection with their investment in Securities. Each Group Member hereby affirms that they have no current intent to engage in a control transaction or any contested solicitation for the election of directors of the Company.

3. Nothing in this Agreement shall restrict any party’s right to purchase or sell Securities, as it deems appropriate, in its sole discretion, provided that all such purchases or sales are made in compliance with all applicable securities laws. Each Group Member retains sole discretion over acquisitions and dispositions of, and voting authority over, the Securities that such Group Member holds or beneficially owns. Each Group Member shall advise the other by 4:30 PM Eastern Time on the date that its ownership of Securities, including any purchases or sales thereof, changes.

4. Each Group Member agrees that any filing with the Securities and Exchange Commission (including without limitation any filing required by Section 13(d), Section 14 or Section 16 of the Exchange Act), press release, white paper, stockholder communication or other public communication proposed to be made or issued by the Group or any of the Group Members in connection with the Group’s activities shall be made or issued with the mutual agreement of Mr. Sherwood and Mr. Tirpak. Each Group Member agrees that any Schedule 13D (including any amendment thereto) under the Exchange Act with respect to the Company

(“Schedule 13D”) shall be filed jointly by the Group Members. Each of the Group Members agrees that it shall be responsible for the completeness and accuracy of the information concerning it contained in any filing pursuant to Section 13(d), Section 14 or Section 16 of the Exchange Act or any filing pursuant to the Hart-Scott-Rodino Act Antitrust Improvements Act of 1976, but shall not be responsible for the completeness and accuracy of the information concerning the other contained in such filings, except to the extent that it knows or has reason to believe that such information is inaccurate. In addition, each Group Member agrees to notify the other as promptly as practicable following any other event that may require an amendment to the Schedule 13D.

5. The relationship of the parties pursuant to this Agreement shall be limited to carrying on the activities of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such activities as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification obligation.

6. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

7. This Agreement shall be interpreted in accordance with and governed by the laws of the State of New York. If any provision of this Agreement would be invalid under applicable law, then such provision shall be deemed modified to the extent necessary to render it valid while most nearly preserving its original intent. In the event of any dispute among the parties hereto arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

8. Any of the parties may terminate this Agreement and his obligations hereunder, and thereby terminate the group formed hereby, immediately upon written notice to the other parties. This Agreement will automatically terminate on the date that is 30 days after the date that no Group Member beneficially owns any Securities of the Company.

9. Except as otherwise set forth in this Agreement, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Neither party hereto may assign any of its rights or obligations under this Agreement to any person without the prior written consent of the other party hereto.

10. Mr. Tirpak acknowledges that Gibson, Dunn & Crutcher LLP is acting as legal counsel solely for Mr. Sherwood in connection with the matters contemplated by this Agreement.

11. All costs and expenses incurred in connection with this Agreement and all matters related hereto will be paid by the party incurring such cost or expense.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above.

Exhibit 11

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.