Barnwell Industries (BRN) Form 3/A BARNWELL INDUSTRIES / NED L SHERWOOD ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SHERWOOD NED L

(Last) (First) (Middle)

151 TERRAPIN POINT

(Street)

VERO BEACH FL 32963

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/19/2019

3. Issuer Name and Ticker or Trading Symbol
BARNWELL INDUSTRIES INC [ BRN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
05/14/2013

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.50 per share ("Common Stock")	238,038	I	See Footnotes(1)(2)
Common Stock	661,584.138	I	See Footnotes(1)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Form 3 is filed by Ned L. Sherwood (the "Reporting Person"). As described in the Schedule 13D filed by the Reporting Person on July 22, 2019, the Reporting Person may no longer be deemed to be a member of a Section 13(d) group with Bradley M. Tirpak. The Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his pecuniary interest therein.

2. Shares are held by the Ned L. Sherwood Revocable Trust, of which Ned L. Sherwood is the beneficiary.

3. Shares are held by MRMP-Managers LLC, of which Ned L. Sherwood is an investment manager.

Remarks:

This Amendment No. 2 to the Initial Statement of Beneficial Ownership of Securities on Form 3 amends the Form 3 filed on May 14, 2013 and Amendment No. 1 filed on February 10, 2016.

	/s/ Ned L. Sherwood	07/22/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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