Barnwell Industries, Inc. Employees' Pension Plan Trust
Filed: 3 Jul 25, 4:08pm
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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BARNWELL INDUSTRIES INC (Name of Issuer) |
Common stock, par value $0.50 per share (Title of Class of Securities) |
068221100 (CUSIP Number) |
Justin W. Chairman, Esq. Morgan, Lewis & Bockius LLP, 2222 Market Street Philadelphia, PA, 19103 (215) 963-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/26/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 068221100 |
| 1 |
Name of reporting person
Barnwell Industries, Inc. Employees' Pension Plan Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEW JERSEY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
520,350.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
EP |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common stock, par value $0.50 per share |
| (b) | Name of Issuer:
BARNWELL INDUSTRIES INC |
| (c) | Address of Issuer's Principal Executive Offices:
1100 Alakea Street, Suite 500, Honolulu,
HAWAII
, 96813. |
| Item 2. | Identity and Background |
| (a) | Barnwell Industries, Inc. Employees' Pension Plan Trust (the "Reporting Person") |
| (b) | The business address of the Reporting Person is 1100 Alakea Street, Suite 500, Honolulu, HI 96813. |
| (c) | The principal business or occupation of the Reporting Person is investment activities. |
| (d) | The Reporting Person has not been convicted in a criminal proceeding during the last five years. |
| (e) | The Reporting Person has not, 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) | The Reporting Person is organized under the laws of the state of New Jersey. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares of Common Stock held by the Reporting Persons were acquired using the Reporting Person's investment funds on hand. | |
| Item 4. | Purpose of Transaction |
All of the shares of Common Stock that may be deemed to be beneficially owned by the Reporting Person, as reported herein, were acquired for investment purposes. The Reporting Person retains the right to change their investment intent, from time to time, to acquire additional shares of Common Stock or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Common Stock or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Person may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.
The Reporting Person intends to explore the purchase of additional shares of Common Stock. The Reporting Person intends to acquire these additional shares in public market or private transactions (which may include purchases from existing stockholders or the Issuer) subject to market conditions and legal and regulatory requirements, at prices and other terms acceptable to the Reporting Person. To that effect, the Reporting Person may enter into agreements with a broker, intended to comply with the requirements of Rule 10b5-1(c)(1)(i) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Person makes no commitment in terms of the timing of such transactions, which will depend on market conditions, including the price and availability of shares of Common Stock, and on such other factors considered relevant to the Reporting Person.
Except as described above, the Reporting Person currently has no other plans or proposals that would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Person may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Information in Rows 11 and 13 of the cover page are incorporated into this Item 5(a) by reference.
The Reporting Person's aggregate percentage beneficial ownership of the total amount of Common Stock outstanding is 5.2%, based on a total of 10,053,534 shares of Common Stock issued and outstanding as of May 12, 2025, as reported in the Issuers' quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 15, 2025.
The Reporting Person disclaims beneficial ownership of all the shares of Common Stock included in this report, except to the extent of any pecuniary interest therein, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Exchange Act, or for any other purpose. |
| (b) | Information in Rows 7 to 10 of the cover page are incorporated into this Item 5(b) by reference. |
| (c) | The Reporting Person made the following open market purchases of shares of Common Stock during the past sixty days:
Transaction Shares Purchase Price
Date Purchased Per Share
6/30/2025 5,000 $1.18
6/27/2025 5,000 $1.26
6/26/2025 5,000 $1.27
6/26/2025 2,250 $1.23
6/26/2025 1,423 $1.24
5/29/2025 1,354 $1.32
5/28/2025 607 $1.32
5/23/2025 596 $1.32
5/22/2025 2,500 $1.31
5/22/2025 208 $1.30
5/21/2025 235 $1.32
5/20/2025 1,090 $1.28
5/19/2025 200 $1.27 |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None. | |
| Item 7. | Material to be Filed as Exhibits. |
Not applicable. |
| 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.
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