UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment No.
7)
Barnwell
Industries, Inc.
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(Name of Issuer)
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Common Stock,
$0.50 par value per share
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(Title of Class of
Securities)
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Alexander C.
Kinzler
c/o Barnwell
Industries, Inc.
1100 Alakea
Street, Suite 500
Honolulu,
Hawaii 96813
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(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and
Communications)
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(Date of Event which Requires
Filing of this Statement)
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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. ☐
Note: Schedules filed
in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See §240.13d-7 for other
parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
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).
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1
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NAMES OF REPORTING
PERSONS
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Alexander C. Kinzler
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
(SEE INSTRUCTIONS)
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PF; OO
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5
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
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☐
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING
POWER
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929,500(1)
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8
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SHARED VOTING
POWER
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0
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9
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SOLE DISPOSITIVE
POWER
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929,500(1)
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10
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SHARED DISPOSITIVE
POWER
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0
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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929,500
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
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9.33%(2)
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14
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IN
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(1) This amount
includes 929,500 shares of common stock, par value $0.50 per share
(the “Common Stock”), of Barnwell Industries, Inc., a Delaware
corporation (the “Company”), held directly by Mr. Kinzler.
(2) Based on 9,956,687
shares of common stock, par value $0.50 per share, of the Company,
outstanding as of August 5, 2022, as represented in the Company’s
Quarterly Report on Form 10-Q, as filed with the Securities and
Exchange Commission on August 12, 2022.
Explanatory Note
This Amendment No. 7 to Statement
of Beneficial Ownership on Schedule 13D (this “Amendment No. 7”)
amends the Statement of Beneficial Ownership on Schedule 13D filed
by Alexander C. Kinzler on December 21, 2012 (as amended by the
Reporting Person, the “Schedule 13D”). Except as amended and
supplemented by this Amendment No. 7, the Schedule 13D remains
unchanged. On November 2, 2022, Alexander C. Kinzler, a
stockholder and director of the Company, entered into a letter
agreement with the Company, and this Amendment No. 7 is being filed
in respect thereof.
| Item 2. |
Identity and Background.
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Item 2(b) is hereby amended in its
entirety as follows:
(b) Mr. Kinzler’s business
address is c/o Barnwell Industries, Inc., 1100 Alakea Street, Suite
500, Honolulu, Hawaii 96813.
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Item 3. |
Source or Amount of Funds or Other
Consideration.
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There is no update
or amendment to this Item 3.
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Item 4. |
Purpose of Transaction.
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Mr. Kinzler is President and CEO of
the Company and has been a member of the Company’s Board of
Directors (the “Board”) since 1999. Mr. Kinzler holds 929,500
shares of Common Stock.
On November 2, 2022, Mr. Kinzler
entered into a letter agreement with the Company regarding, among
other items, the agreement of Board to nominate Mr. Kinzler for
re-election to the Board and Mr. Kinzler’s agreement to vote all
shares of Common Stock beneficially owned by him in favor of the
slate of directors recommended by the Board and related
matters.
The letter agreement is filed as
Exhibit 99.1 hereto and is incorporated herein by reference.
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.
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Item 5. |
Interest in Securities of the
Issuer.
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(a) Mr. Kinzler may be deemed to
beneficially own 929,500 shares of Common Stock which are held
directly by Mr. Kinzler. The foregoing 929,500 shares of
Common Stock represent approximately 9.33% of the Company’s
outstanding Common Stock (based on 9,956,687 shares of common
stock, par value $0.50 per share, of the Company, outstanding as of
August 5, 2022, as represented in the Company’s Quarterly Report on
Form 10-Q, as filed with the Securities and Exchange Commission on
August 12, 2022).
(b) See Items 7-10 on Mr. Kinzler’s
Cover Page for information on voting and dispositive power with
respect to the shares of Common Stock disclosed in Item 5(a).
(c) Mr. Kinzler has not engaged in
transactions of Common Stock during the past sixty days.
(d) None.
(e) Not applicable.
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Item 6. |
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer.
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Information set forth in Item 4 is
incorporated herein by reference.
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Item 7. |
Material to Be Filed as
Exhibits.
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Exhibit
99.1. Letter Agreement, dated
November 2, 2022, by the Company and Alexander C. Kinzler.
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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Dated: November 4, 2022
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By:
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/s/ Alexander C.
Kinzler
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Name: Alexander C. Kinzler
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