UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)*

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, FL 32963

(772) 257-6658

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 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 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. 6 to Schedule 13D (this “Amendment No. 6”) 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, Amendment No. 4 thereto filed with the SEC on September 14, 2015 and Amendment No. 5 thereto filed with the SEC on February 10, 2016 (the “Original Schedule 13D” and, together with this Amendment No. 6, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 6 have the meanings set forth in the Original Schedule 13D. This Amendment No. 6 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. 6 is being filed to amend Item 2, Item 4, Item 6 and Item 7 of the Schedule 13D as follows:

Item 2(b) of the Original Schedule 13D is amended to read as follows:

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

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

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:

Pursuant to the Termination Agreement (the “Termination Agreement”), dated July 19, 2019, by and among Sherwood and Bradley M. Tirpak, the previously disclosed Group Agreement, dated February 9, 2016, was terminated. As a result of the Termination Agreement, the Reporting Persons and Mr. Tirpak may no longer be deemed a Section 13(d) group and Mr. Tirpak ceased to be a Reporting Person. The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, which is filed as Exhibit 12 hereto, and is incorporated herein by reference.

On July 19, 2019, Sherwood and MRMP 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 13 and is incorporated herein by reference.

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 12

TERMINATION AGREEMENT

Reference is made to that certain Group Agreement by and between Bradley M. Tirpak (“Tirpak”) and Ned Sherwood (“Sherwood”), dated as of February 9, 2016 (the “Group Agreement”). Pursuant to Section 8 of the Group Agreement, Tirpak and Sherwood hereby mutually agree to terminate the Group Agreement, effective immediately.

[The remainder of this page was intentionally left blank.]

The parties have caused this Termination Agreement to be executed as of July 19, 2019.

Exhibit 13

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.