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*
Jarvis David R

(Last) (First) (Middle)
C/O MERCURY REAL ESTATE ADVISORS LLC
100 FIELD POINT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2005
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)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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(1)(2) 298,400 I See Footnote(1)(2)
Common Stock(3)(4) 298,400 I See Footnote(3)(4)
Common Stock(5) 132,848 D
Common Stock(6) 132,848 I See Footnote(6)
Common Stock(7) 70,452 D
Common Stock(8) 900 D
Common Stock(9) 900 I See Footnote(9)
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
1. Name and Address of Reporting Person*
Jarvis David R

(Last) (First) (Middle)
C/O MERCURY REAL ESTATE ADVISORS LLC
100 FIELD POINT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MacLean Malcolm F IV

(Last) (First) (Middle)
C/O MERCURY REAL ESTATE ADVISORS LLC
100 FIELD POINT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Mercury Special Situations Fund L P

(Last) (First) (Middle)
C/O MERCURY REAL ESTATE ADVISORS LLC
100 FIELD POINT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Mercury Special Situations Offshore Fund Ltd

(Last) (First) (Middle)
C/O MERCURY REAL ESTATE ADVISORS LLC
100 FIELD POINT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Mercury Securities II LLC

(Last) (First) (Middle)
C/O MERCURY REAL ESTATE ADVISORS LLC
100 FIELD POINT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Mercury Real Estate Securities Fund LP

(Last) (First) (Middle)
C/O MERCURY REAL ESTATE ADVISORS LLC
100 FIELD POINT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Mercury Mayfair LLC

(Last) (First) (Middle)
C/O MERCURY REAL ESTATE ADVISORS LLC
100 FIELD POINT ROAD

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These shares are held directly by the Funds (as defined in the footnotes below) and certain other managed accounts (the "Managed Accounts"). Mr. David R. Jarvis is a managing member of Mercury Real Estate Advisors LLC ("Advisors"), a registered investment adviser. Advisors provides investment advisory services to the Funds and Managed Accounts. Mr. Jarvis disclaims beneficial ownership of the shares held directly by the Funds and Managed Accounts, except to the extent of the pecuniary interest, if any, in such shares that may result from his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from each of the Funds and Managed Accounts.
2. That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C) except in the limited circumstances where an investor in a Fund or Managed Account joins or withdraws from such Fund or Managed Account, as applicable. Mr. Jarvis also is a managing member of Mayfair and MS II LLC (as defined in the footnotes below). Mr. Jarvis disclaims beneficial ownership of the shares held directly by MRES and MSSF (as defined in the footnotes below), except to the extent of the pecuniary interest, if any, in such shares that may result from his membership interest in Mayfair and MS II LLC.
3. These shares are held directly by the Funds and Managed Accounts. Mr. Malcolm F. MacLean IV is a managing member of Advisors. Mr. MacLean disclaims beneficial ownership of shares held directly by the Funds and Managed Accounts, except to the extent of the pecuniary interest, if any, in such shares that may result from his membership interest in Advisors, which has a contingent right to receive a performance-based advisory fee from the Funds and Managed Accounts. That performance-based fee qualifies for the exemption set forth in Rule 16a-1(a)(2)(ii)(C) except in the limited circumstances where an investor in a Fund or Managed Account joins or withdraws from such Fund or Managed Account, as applicable.
4. Mr. MacLean also is a managing member of Mayfair and MS II LLC. Mr. MacLean disclaims beneficial ownership of the shares held directly by MRES and MSSF, except to the extent of the pecuniary interest, if any, in such shares that may result from his membership interest in Mayfair and MS II LLC.
5. These shares are held directly by Mercury Special Situations Fund LP ("MSSF").
6. These shares are held directly by MSSF. Mercury Securities II LLC ("MS II LLC") is the general partner of MSSF. MS II LLC disclaims beneficial ownership of these shares except to the extent of the pecuniary interest, if any, in such shares that may result from its partnership interest in MSSF.
7. These shares are held directly by Mercury Special Situations Offshore Fund, Ltd. ("MSSOF").
8. These shares are held directly by Mercury Real Estate Securities Fund LP ("MRES", and together with MSSF and MSSOF, the "Funds ").
9. These shares are held directly by MRES. Mercury Mayfair LLC ("Mayfair") is the general partner of MRES. Mayfair disclaims beneficial ownership of these shares except to the extent of the pecuniary interest, if any, in such shares that may result from its partnership interest in MRES.
/s/ David R. Jarvis 09/07/2005
/s/ Malcolm F. MacLean IV 09/07/2005
** 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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