SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

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)

June 11, 2013

(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  x

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).

(Continued on following pages)

CUSIP No. 068221100  SCHEDULE 13D Page 2 of 6  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 May 10, 2013, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013.

CUSIP No. 068221100  SCHEDULE 13D Page 3 of 6  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 May 10, 2013, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013.

Page 4 of 6 Pages

Item 1. Security and Issuer.

This Schedule 13D relates to the common stock, par value $0.50 per share (the “Shares”), of Barnwell Industries, Inc., a Delaware corporation (the “Issuer”). Ned L. Sherwood (“Sherwood”) had previously filed a Schedule 13G on March 8, 2012, as amended on May 3, 2012, August 14, 2012 and January 17, 2013, with respect to his investment in the Shares of the Issuer.

The address of the Issuer’s principal executive offices is 1100 Alaska Street, Suite 2900, Honolulu, Hawaii.

Item 2. Identity and Background.

(a) This Schedule 13D is filed by Sherwood and MRMP-Managers LLC, a Delaware limited liability company (“MRMP” and together with Sherwood, the “Reporting Persons”). Sherwood may be deemed to beneficially own 899,622.138 Shares (representing approximately 10.9% of the Issuer’s outstanding Shares), which includes (i) 661,584.138 Shares (the “MRMP Shares”) held by MRMP, of which Sherwood is the Chief Investment Officer and Joel M. Leander is the manager and (ii) 238,038 Shares (the “Revocable Trust Shares”) held by the Ned L. Sherwood Revocable Trust (the “Sherwood Trust”), of which Sherwood is the beneficiary and trustee.

(b) The principal business address of Sherwood is 4731 North Highway A1A, Suite 213, Vero Beach, FL 32963. The principal business address of MRMP is c/o South Dakota Trust Company, 201 S. Phillips Avenue, Sioux Falls, South Dakota 57104. The principal business address of Joel M. Leander is 116 Lowes Foods Dr., Box 200, Lewisville, NC 27023. The principal business address of the Sherwood Trust is c/o ZS Fund L.P., 4731 North Highway A1A, Suite 213, Vero Beach, FL 32963.

(c) The principal business of Sherwood is serving as a manager of the general partner of ZS Fund L.P., a private equity firm engaged in making long-term investments in successful middle-market companies. MRMP is a private investment vehicle of which Sherwood is the Chief Investment Officer. The Sherwood Trust is a revocable trust of which Sherwood is the beneficiary and trustee.

(d) The Reporting Persons and, to their knowledge, Mr. Leander, have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The Reporting Persons and, to their knowledge, Mr. Leander, have not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Sherwood and Joel M. Leander are citizens of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

The aggregate purchase price of the 899,622.138 Shares beneficially owned by the Reporting Persons is $4,788,213.14. $4,020,993.47 of such funds were used to purchase the MRMP Shares and $767,219.67 of such funds were used to purchase the Revocable Trust Shares. The source of such funds was investment capital.

The Reporting Persons may effect purchases of Shares 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 and such firms’ credit policies. Positions in the Shares 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.

Item 4. Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On June 11, 2013, Sherwood delivered a letter (the “June 11 Letter”) to the Issuer, a copy of which is attached hereto as Exhibit 1 and is incorporated in its entirety herein by reference.

Sherwood intends to have conversations, meetings and other communications with the management and board of directors of the Issuer, shareholders and other persons, in each case to discuss the Issuer’s business, strategies and other matters related to the Issuer. These communications may include a discussion of options for enhancing shareholder value, including the matters discussed in the June 11 Letter.

Page 5 of 6 Pages

Except as otherwise disclosed herein, the Reporting Persons do not have any plans or proposals which relate to or would result in:

(a) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(b) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;

(c) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(d) any material change in the present capitalization or dividend policy of the Issuer;

(e) any other material change in the Issuer’s business or corporate structure;

(f) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any other person;

(g) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(h) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or

(i) any action similar to those enumerated above.

The Reporting Persons intend to review their investment in the Issuer’s Shares on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares, selling some or all of their Shares, or changing their intention with respect to any and all matters set forth in subparagraphs (a) - (i) of this Item 4.

Item 5. Interest in Securities of the Issuers.

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 May 10, 2013, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013.

(a)-(b) Amount beneficially owned:

Sherwood may be deemed to beneficially own 899,622.138 Shares (representing approximately 10.9% of the Issuer’s outstanding Shares), which includes (i) 661,584.138 Shares held by MRMP, or the MRMP Shares, and (ii) 238,038 Shares held by the Sherwood Trust, or the Revocable Trust Shares. By virtue of their relationship, (i) Sherwood and MRMP may be deemed to share voting power and dispositive power with respect to the MRMP Shares, and (ii) Sherwood and the Sherwood Trust may be deemed to share voting power and dispositive power with respect to the Revocable Trust Shares.

Sherwood disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

(c) Except as set forth on Exhibit 2 to this Schedule 13D, there have been no transactions with respect to the Shares during the sixty days prior to the date of filing of this Schedule 13D by the Reporting Persons.

(d) MRMP Managers Trust, the sole member of MRMP, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the MRMP Shares.

(e) Not applicable.

Page 6 of 6 Pages

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

A joint filing agreement of Sherwood and MRMP is attached as Exhibit 3 to this Schedule 13D.

Item 7. Materials to be Filed as Exhibits.

Exhibit 1:	Letter to the Issuer
Exhibit 2:	Transactions in the Shares
Exhibit 3:	Joint Filing Agreement

*****

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.

June 11, 2013	Ned L. Sherwood
	By:	/s/ Ned L. Sherwood
	Name:	Ned L. Sherwood
June 11, 2013	MRMP-Managers LLC
	By:	/s/ Ned L. Sherwood
	Name:	Ned L. Sherwood
	Title:	Chief Investment Officer

EX-99.1

Exhibit 1

Ned L. Sherwood

4731 North Highway A1A, Suite 213

Vero Beach, FL 32963

Tel: (772) 226-7923

Fax: (772) 231-0207

June 11, 2013

Mr. Alexander C. Kinzler

Mr. Russell Gifford

Barnwell Industries

1100 Alakea St., Suite 2900

Honolulu, HI 96813

Dear Alexander and Russell:

As you know, I have been a long-time shareholder of Barnwell, having purchased my first shares approximately nine years ago on June 1, 2004 at a price of $7.50. Over the years, I have purchased additional shares at prices as high as $20.79 during July of 2006.

Obviously, my Barnwell investment to date has resulted in capital losses, but no doubt some of the losses can be attributed to the housing crisis which began in 2008 and the decline in natural gas prices during the past several years. Notwithstanding my poor investment results, I have recently increased my shareholdings in Barnwell to greater than 10% of the outstanding shares, and I believe Barnwell’s future results should improve from this point if the Company takes the proper steps to maximize shareholder returns.

I have been appreciative of the willingness that you both have shown to speak with me. These conversations have helped me better understand both the problems and the potential that Barnwell may face in the future. Based on the work I have done on the Company, I have recently communicated some thoughts about strategic moves and changes that should be considered by management and the Board in order to enhance shareholder value. Unfortunately, it appears as if your Board and Chairman have seen fit to ignore my suggestions.

Therefore, I thought it might be helpful to the broader shareholder base if I made my suggestions public.

First, Barnwell’s Chairman and Chief Executive Officer, Morton H. Kinzler, should be forced to retire immediately. Morton is 87 years old and has earned total

compensation in the last three years according to the proxy statement of $829,160, $960,939, and $755,495 respectively. Additionally, I understand that Morton is a Florida resident and maintains residences in the New York metropolitan area, in each case thousands of miles away from the Company’s main headquarters in Hawaii or Oil and Gas Operations in Canada. Finally, Barnwell’s stock price first crossed $3.60 per share on a split adjusted basis on December 5, 1989 (23 ½ years ago!!), and its stock traded at that price on June 4, 2013. Therefore, while Morton basks in seeming retirement with near million dollar compensation, the shareholders have experienced no appreciation in 23 ½ years. This does not seem proper to me.

Second, even though I recently communicated my thoughts regarding Morton and his track record to Barnwell’s Board, Board members don’t seem to be listening or are not quick to react. This could be because, counting Morton, five Barnwell Board members range in age from 69 to 89 with three of these members at or over 80!! I propose a mandatory retirement age for Barnwell Directors of 65 (or 70 at maximum), effective immediately. I believe that this change would lead to a more responsive Board.

Lastly, and quite important in my view, I understand that Barnwell owns a valuable apartment in New York City! This apartment is in a largely residential building and may be worth as much as $4 million. I asked both of you if I could visit this “office,” but you refused. Why Barnwell, a company based in Hawaii and Canada, owns an apartment in the heart of Manhattan is a question that I cannot answer. In a candid moment, management recently admitted to me that they like it better than a hotel when they visit New York City!! I suggest that the Company immediately sell the New York apartment and use the proceeds to repurchase Barnwell shares. If the apartment sells for close to $4 million, the Company could retire more than one million shares at current prices (12% of the shares outstanding).

Alex and Russell, I believe that now that the housing and natural gas markets are recovering, Barnwell can prosper. However, this time I want the shareholders to prosper along with the Company. In order to assure that the Company and the shareholders BOTH prosper, I believe my suggestions must be implemented. Barnwell cannot be Morton Kinzler’s little playground in the future. The rest of us are also shareholders and are entitled to have our shares reflect to real value of the Company.

2

I hope that Morton and the Board will fairly consider and then implement my suggestions. I am always available to discuss. You can reach me at the numbers above or via e-mail at nlsadvisory@gmail.com.

Sincerely,

/s/ Ned L. Sherwood

Ned L. Sherwood

3

EX-99.2

Exhibit 2

TRANSACTIONS

The following table sets forth all transactions effected in the last sixty days by or on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on June 10, 2013. All such transactions were purchases of Shares effected by MRMP in the open market and the table includes commissions paid in per share prices.

Date of Transaction	Number of Shares		Price per Share
4/11/2013		100		3.05
4/11/2013		30		3.09
4/11/2013		1,000		3.10
4/11/2013		1,070		3.08
4/12/2013		6		3.07
4/12/2013		30		3.10
4/15/2013		40		3.04
4/16/2013		150		3.01
4/16/2013		100		3.08
4/18/2013		200		3.08
4/18/2013		500		3.09
4/18/2013		400		3.10
4/18/2013		200		3.08
4/18/2013		100		3.09
4/18/2013		200		3.08
4/18/2013		100		3.09
4/23/2013		17		3.04
4/24/2013		600		3.01
4/24/2013		100		3.08
4/29/2013		700		3.01
4/30/2013		11		3.01
5/1/2013		1		3.04
5/7/2013		20		3.01
5/7/2013		500		3.08
5/7/2013		500		3.10
5/8/2013		200		3.10
5/9/2013		100		3.02
5/9/2013		100		3.10
5/9/2013		200		3.10
5/9/2013		100		3.01
5/10/2013		320		3.10
5/10/2013		100		3.10
5/10/2013		300		3.07
5/10/2013		200		3.10
5/10/2013		525		3.09
5/13/2013		100		3.25
5/13/2013		300		3.25
5/13/2013		100		3.25
5/13/2013		500		3.25
5/13/2013		100		3.25
5/13/2013		100		3.24
5/13/2013		184		3.15
5/13/2013		100		3.15
5/13/2013		69		3.15
5/13/2013		300		3.15
5/13/2013		300		3.15
5/13/2013		124		3.15
5/13/2013		450		3.15
5/13/2013		1		3.15
5/13/2013		75		3.11
5/13/2013		70		3.11
5/13/2013		1,458		3.05
5/13/2013		166		3.25
5/13/2013		1,000		3.25
5/13/2013		2,500		3.20
5/13/2013		80		3.17
5/13/2013		320		3.20
5/13/2013		100		3.20
5/13/2013		80		3.20
5/13/2013		100		3.20
5/13/2013		180		3.19
5/14/2013		2,000		3.30
5/14/2013		2,000		3.30
5/14/2013		629		3.30
5/14/2013		1,000		3.25
5/14/2013		4,200		3.30
5/14/2013		100		3.35
5/14/2013		100		3.35
5/14/2013		400		3.35
5/14/2013		100		3.35

5/14/2013	689	3.35
5/14/2013	500	3.29
5/14/2013	1,500	3.29
5/15/2013	2,900	3.35
5/15/2013	100	3.35
5/15/2013	100	3.35
5/15/2013	100	3.35
5/15/2013	100	3.35
5/15/2013	1,900	3.35
5/15/2013	100	3.33
5/15/2013	100	3.32
5/15/2013	100	3.30
5/15/2013	400	3.30
5/15/2013	100	3.30
5/15/2013	100	3.30
5/15/2013	100	3.30
5/15/2013	600	3.30
5/15/2013	100	3.30
5/15/2013	600	3.30
5/15/2013	2,200	3.30
5/15/2013	100	3.40
5/15/2013	700	3.40
5/15/2013	400	3.40
5/15/2013	2,400	3.30
5/16/2013	100	3.18
5/16/2013	2	3.18
5/16/2013	5,000	3.15
5/16/2013	300	3.14
5/17/2013	5,000	3.15
5/17/2013	100	3.14
5/17/2013	100	3.14
5/17/2013	50	3.14
5/22/2013	2,400	3.35
5/22/2013	100	3.35
5/22/2013	100	3.34
5/22/2013	50	3.33
5/22/2013	1,100	3.15
5/22/2013	575	3.15
5/22/2013	3,000	3.23
5/22/2013	100	3.23
5/22/2013	99	3.25

5/22/2013	50	3.25
5/22/2013	501	3.24
5/22/2013	600	3.30
5/22/2013	5,000	3.30
5/22/2013	500	3.20
5/22/2013	400	3.20
5/23/2013	7,500	3.30
5/23/2013	200	3.35
5/23/2013	100	3.35
5/23/2013	100	3.35
5/23/2013	800	3.35
5/23/2013	100	3.35
5/24/2013	45	3.37
5/24/2013	2,000	3.38

EX-99.3

Exhibit 3

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)(1)

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 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.

June 11, 2013	Ned L. Sherwood
	By:	/s/ Ned L. Sherwood
	Name:	Ned L. Sherwood
June 11, 2013	MRMP-Managers LLC
	By:	/s/ Ned L. Sherwood
	Name:	Ned L. Sherwood
	Title:	Chief Investment Officer