BRN Barnwell Industries Inc

* 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: