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).

* 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.

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.

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.

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.

(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.

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.

99.1       Press Release, dated January 2, 2020.

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

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:

Exhibit 99.1

MRMP-Managers LLC and Barnwell Industries’ Largest Independent
Shareholder Group Increases Position in the Company

Group Nominates Five New Directors to the Board for the 2020 Annual Meeting

Group Buys More Shares, Increases Commitment to Fix Barnwell

Company’s Recent Annual Report Highlights Need for Drastic Change

January 2, 2020 -- MRMP-Managers LLC, NLS Advisory Group, Inc., Ned L. Sherwood, and Bradley M. Tirpak announced today that they have sent the following press release and announcement to shareholders of Barnwell Industries, Inc. (NYSE American: BRN) (“Barnwell”).

Dear Fellow Owner,

In March of 2020, Barnwell will hold its annual meeting of stockholders. For the first time ever, shareholders will have a choice between the incumbent board that has failed to deliver for shareholders and a new board that we believe is qualified to turn the company around. We believe drastic change is needed to revive the company.

Since our last announcement, when we nominated five new, highly qualified individuals to the board, we have heard from many shareholders who share our sentiments and support our effort. To make sure that we can contact you with a ballot and communicate with you before the annual meeting, we would like to hear from every shareholder.

Please call us at (646) 921-2080 or contact us via mandriasova@SherwoodFamilyOffice.com

Barnwell recently announced dismal results for fiscal year 2019. The results show that Barnwell recorded its biggest loss of the decade. On almost every metric, we believe the latest annual report highlighted the current management teams’ ineptitude and failures:

Obviously, change is long overdue and urgently needed, and, if it is not too late, the five new individuals we have nominated to the board will bring the changes needed to salvage the company.

We recently bought over 275,000 shares in the company because we remain firmly committed to fixing Barnwell. The five individuals we have nominated have the skills, experience, and the ethics to implement the changes needed and offer the best chance for a turnaround.

If you own shares of Barnwell, we want to be able to communicate our turnaround plans with you before the annual meeting.

Please call us at (646) 921-2080 or contact us via mandriasova@SherwoodFamilyOffice.com

Sincerely,

Ned L. Sherwood and Bradley M. Tirpak

Ned L. Sherwood, Bradley M. Tirpak, NLS Advisory Group, Inc., and MRMP-Managers LLC intend to make a filing with the SEC of a proxy statement and accompanying proxy card to solicit votes for the election of director nominees at the 2020 annual meeting of shareholders of Barnwell Industries, Inc. Ned L. Sherwood Revocable Trust, of which Ned L. Sherwood is the beneficiary and the trustee, holds 238,038 shares of common stock of Barnwell, and MRMP-Managers LLC, of which Mr. Sherwood is the Chief Investment Officer, holds 948,402.138 shares of common stock of Barnwell. Mr. Sherwood is deemed to beneficially own all of these shares.  Bradley M. Tirpak holds 34,127 shares of common stock of Barnwell. Ned L. Sherwood, Bradley M. Tirpak, NLS Advisory Group, Inc., and MRMP-Managers LLC, and their nominees to the Barnwell board are the participants in this proxy solicitation.  Information regarding the participants and their interests in the solicitation will be included in their proxy statement and other materials filed with the SEC. 

SHAREHOLDERS OF BARNWELL SHOULD READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION RELATING TO THE ANNUAL MEETING, THE NOMINEES TO THE BOARD, AND SOLICITATION OF PROXIES.  THESE PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.

Contact:

Maria Andriasova

NLS Advisory Group, Inc.

(646) 921-2080

mandriasova@SherwoodFamilyOffice.com