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SCHEDULE 13D/A 0001193125-13-254173 0000902749 XXXXXXXX LIVE 35 Common Stock, par value $0.50 per share 01/28/2025 false 0000010048 068221100 BARNWELL INDUSTRIES INC 1100 ALAKEA ST. SUITE 500 HONOLULU HI 96813 Ned L. Sherwood (772) 257-6658 151 Terrapin Point Vero Beach FL 32963 0000902749 N Ned L. Sherwood OO N X1 0.00 3006033.13 0.00 3006033.13 3006033.13 N 29.90 IN * Includes (i) 2,767,995.138 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. 0001492137 N MRMP-Managers LLC OO N DE 0.00 2767995.13 0.00 2767995.13 2767995.13 N 27.53 OO 0001797839 N Ned L. Sherwood Revocable Trust OO N NY 0.00 238038.00 0.00 238038.00 238038.00 N 2.37 OO Common Stock, par value $0.50 per share BARNWELL INDUSTRIES INC 1100 ALAKEA ST. SUITE 500 HONOLULU HI 96813 This Amendment No. 35 to Statement of Beneficial Ownership on Schedule 13D (this "Amendment No. 35") 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. 35, the Schedule 13D remains unchanged. Item 4 is amended and supplemented as follows: On January 21, 2023, MRMP-Managers LLC, the Ned L. Sherwood Revocable Trust and Ned L. Sherwood (also referred to as the "Reporting Persons") entered into a cooperation and support agreement (the "Agreement") with Alex Kinzler ("Kinzler") and Barnwell Industries, Inc. (the "Company"). The standstill provisions in the Agreement are set to expire in early February 2025, ten days prior to the due date for shareholder nominations. The prohibitions in the Agreement regarding the ability of the Reporting Persons to purchase additional shares of Common Stock expired as of January 21, 2025. As previously reported in Amendment No. 34, the Reporting Persons proposed certain amendments to the Agreement to the Board of Directors (the "Board") of the Company in order to avoid a costly proxy fight, including proposals regarding directors to be nominated to the Board. The "Special Committee" that the Reporting Persons previously explained in Amendment No. 34 was a material breach of the Agreement rejected all proposals by the Reporting Persons. On January 27, 2025, BRN announced a shareholder rights plan. The adoption of the shareholder rights plan which was, according to BRN's own press release, "designed to prevent "creeping" control by 30% Shareholder" clearly was aimed at materially adversely affecting the Reporting Persons. In fact, the Reporting Persons are the only ones impacted by the plan. BRN did all of this despite disclosure by the Reporting Persons in Amendment No. 34 that the Reporting Persons have no current intent to engage in a control transaction. The only intention of the Reporting Persons is to put a functioning board in place in an effort to grow shareholder value for BRN shareholders. The Reporting Persons are not interested in allowing the path of self-enrichment to the benefit of Messrs. Kinzler and Grossman to continue as outlined in the open letter to shareholders issued by the Reporting Persons on January 21, 2025 and again in today's open letter. A copy of this letter is filed hereto as Exhibit 99.1. The Reporting Persons hereby affirm that they have no current intent to engage in a control transaction. To the extent the Company continues to refuse nomination of directors proposed by the Reporting Persons, Ned L. Sherwood, MRMP-Managers LLC and Ned L. Sherwood Revocable Trust 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 next 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 2,767,995.138 shares of common stock of Barnwell. Mr. Sherwood is deemed to beneficially own all of these shares. Ned L. Sherwood, NLS Advisory Group, Inc., MRMP-Managers LLC and their nominees to the Barnwell board will be 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. Mr. Sherwood beneficially owns in the aggregate 3,006,033.138 shares of Common Stock, which represents approximately 29.90% of the Company's outstanding shares of Common Stock. Each percentage ownership of Common Stock set forth in this Statement is based on the 10,053,534 shares of Common Stock reported by the Company as outstanding as of December 13, 2024 in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 17, 2024. No transactions in the Common Stock have been effected by the Reporting Persons since the filing of Amendment No. 32 on May 31, 2024. Information set forth in Item 4 above is hereby 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 Statement, which agreement is set forth on the signature page to this Statement. Exhibit 99.1 Open Letter to Shareholders, dated as of January 28, 2025 Ned L. Sherwood /s/ Ned L. Sherwood NED L. SHERWOOD 01/28/2025 MRMP-Managers LLC /s/ Ned L. Sherwood Ned L. Sherwood/Chief Investment Officer 01/28/2025 Ned L. Sherwood Revocable Trust /s/ Ned L. Sherwood Ned L. Sherwood/Trustee 01/28/2025