Explanatory Note
This filing constitutes Amendment No. 16 to the Schedule 13D relating to the common stock, par value $0.50 per share (the "Common Stock"), of Barnwell Industries, Inc., a Delaware corporation, and hereby amends the Schedule 13D filed with the Securities and Exchange Commission, as last amended by Amendment No. 15 filed on June 19, 2014, to furnish the additional information set forth herein. Mr. Kinzler was appointed as the executor of the Estate of R. David Sudarsky (the "Estate"), in accordance with the terms of the will of R. David Sudarsky. On June 2, 2017, shares of Common Stock held by the Estate were transferred to beneficiaries of R. David Sudarsky, with 182,897 of those shares of Common Stock being transferred to the Trust, in accordance with the terms of the will of R. David Sudarsky. As a result of these transfers of shares, the Estate does not own any shares of Common Stock. Mr. Kinzler is co-trustee of the Trust. Both Mr. Kinzler and the Trust own shares of Common Stock. As a result of being named as co-trustee of the Trust, Mr. Kinzler acquired beneficial ownership of an additional 182,897 shares of Common Stock. Accordingly, Mr. Kinzler is filing this statement with the Securities and Exchange Commission on Schedule 13D/A pursuant to Section 13(d) of the Act.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as follows:
(a) The names of the reporting persons are Morton H. Kinzler and the Estate of R. David Sudarsky.
(b) Mr. Kinzler's business address is c/o Barnwell Industries, Inc., 1100 Alakea Street, Suite 2900, Honolulu, Hawaii 96813. The Estate's business address is c/o Stephen Newman, Esq., The Wagner Law Group, 7108 Fairway Drive, Suite 125, Palm Beach Gardens, Florida 33418.
(c) Mr. Kinzler is Chairman of the Board of the Company. The Estate was organized upon the death of R. David Sudarsky on March 31, 2014.
(d) Neither Mr. Kinzler nor the Estate have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
(e) Neither Mr. Kinzler nor the Estate have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Kinzler is a citizen of the United States. The Estate was created under the laws of the State of Florida upon the death of R. David Sudarsky.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to add the following:
On March 31, 2014, Mr. Kinzler was appointed as the executor of the Estate, in accordance with the terms of the will of R. David Sudarsky. As a result of such appointment, Mr. Kinzler was charged with collecting and distributing the assets of the Estate, including the 731,600 shares of Common Stock held by the Estate. On June 2, 2017, shares of Common Stock held by the Estate were transferred to beneficiaries of R. David Sudarsky, with 182,897 shares of Common Stock being transferred to the Trust. Mr. Kinzler is co-trustee of the Trust, and accordingly, indirect beneficial ownership may be attributable to Mr. Kinzler with respect to the 182,897 shares of Common Stock held by the Trust. As of June 2, 2017, the Estate does not own any shares of Common Stock.
On October 10, 2014, Mr. Kinzler acquired with personal funds an aggregate of 5,000 shares of Common Stock in various open-market transactions.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended to add the following:
Effective December 31, 2016, Mr. Kinzler resigned as Chief Executive Officer of the Company. Mr. Kinzler is still Chairman of the Board of the Company. Mr. Kinzler held 1,357,560 shares of Common Stock in his own name prior to his acquisition of indirect beneficial ownership of an additional 182,897 shares of Common Stock through his appointment as co-trustee of the Trust (as disclosed in Item 3). As of June 2, 2017 and pursuant to the transfer of Estate assets described in Item 3, the Estate does not own any shares of Common Stock.
Mr. Kinzler may, from time to time, acquire additional shares of Common Stock for investment purposes if market conditions are favorable. Mr. Kinzler may also dispose of some or all of the shares of Common Stock that he beneficially owns.
Except as set forth in this Item 4, Mr. Kinzler has no other plans or proposals with respect to the Company, including any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Items 5 is hereby amended and restated in its entirety as follows:
(a) Mr. Kinzler may be deemed to beneficially own 1,542,305 shares of Common Stock, which includes 182,197 shares of Common Stock owned by the Trust and 1,848 shares of Common Stock owned by Mr. Kinzler's wife, of which Mr. Kinzler disclaims beneficial ownership. The foregoing 1,542,305 shares of Common Stock represent approximately 18.6% of the Company's outstanding Common Stock (based on 8,277,160 shares of Common Stock of the Company outstanding as of May 8, 2017, as represented in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017). As of June 2, 2017 and pursuant to the transfer of Estate assets described in Item 3, the Estate does not own any shares of Common Stock.
(b) For Mr. Kinzler, see Items 7-10 on his Cover Page for information on voting and dispositive power with respect to the shares of Common Stock disclosed in Item 5(a). For the Estate, see Items 7-10 on its Cover Page for information on voting and dispositive power with respect to the shares of Common Stock disclosed in Item 5(a).
(c) For Mr. Kinzler, see Item 3 for information on transactions with respect to the Common Stock during the past sixty days or since the date on which Mr. Kinzler last filed an amendment to this Schedule 13D. For the Estate, see Item 3 for information on transactions with respect to the Common Stock during the past sixty days.
(d) For Mr. Kinzler, none, except for 182,197 shares of Common Stock owned by the Trust and 1,848 shares of Common Stock owned by Mr. Kinzler's wife disclosed in Item 5(a). For the Estate, none.
(e) Not applicable for Mr. Kinzler. As of June 2, 2017, the Estate does not own any shares of Common Stock and ceased to be the beneficial owner of more than five percent of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Items 6 is hereby amended and restated in its entirety as follows:
None.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
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.
| Dated: June 2, 2017 | By: | /s/ Morton H. Kinzler |
| | | Name: Morton H. Kinzler |
| | | ESTATE OF R. DAVID SUDARSKY |
| | | |
| | By: | /s/ Morton H. Kinzler |
| | | Name: Morton H. Kinzler Title: Executor |
