SEC FORM 3

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^*

Kass Leslie C

(Last)

(First)

(Middle)

20 S. VAN BUREN AVENUE

(Street)

BARBERTON

44203

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2017

3. Issuer Name and Ticker or Trading Symbol
Babcock & Wilcox Enterprises, Inc. [ BW ]

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

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

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

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	6,439	D
Common Stock	228⁽¹⁾	I	401k Plan

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Options (right to buy)	⁽²⁾	03/04/2020	Common Stock	3,749	$15.88	D
Stock Options (right to buy)	⁽³⁾	03/03/2021	Common Stock	3,105	$19.37	D
Stock Options (right to buy)	⁽⁴⁾	03/02/2025	Common Stock	16,036	$18.32	D
Stock Options (right to buy)	⁽⁵⁾	07/01/2025	Common Stock	3,315	$19.9	D
Stock Options (right to buy)	⁽⁶⁾	03/01/2026	Common Stock	10,089	$19	D
Restricted Stock Units	⁽⁷⁾	03/02/2018	Common Stock	2,970	$0	D
Restricted Stock Units	⁽⁸⁾	03/02/2018	Common Stock	959	$0	D
Restricted Stock Units	⁽⁹⁾	07/01/2018	Common Stock	588	$0	D
Restricted Stock Units	⁽¹⁰⁾	07/01/2018	Common Stock	911	$0	D
Restricted Stock Units	⁽¹¹⁾	03/01/2019	Common Stock	1,726	$0	D
Restricted Stock Units	⁽¹²⁾	03/03/2020	Common Stock	10,428	$0	D

Explanation of Responses:

1. Based on number of units held in the BW Thrift Plan and the fair market value of BW common stock as of May 24, 2017.

2. 2/3 of the stock options vested on July 6, 2015. The remaining 1/3 of the stock options vested on March 4, 2016.

3. 1/3 of the stock options vested on July 6, 2015 The remaining 2/3 of the stock options vested in two equal annual installments beginning March 3, 2016.

4. Stock options vest in three equal annual installments beginning March 2, 2016.

5. Stock options vest in three equal annual installments beginning July 1, 2016.

6. Stock options vest in three equal annual installments beginning March 1, 2017.

7. 100% of the RSUs vest on March 2, 2018.

8. RSUs vest in three equal annual installments beginning March 2, 2016.

9. RSUs vest in three equal annual installments beginning July 1, 2016.

10. 100% of the RSUs vest on July 1, 2018.

11. RSUs vest in three equal annual installments beginning March 1, 2017.

12. RSUs vest in three equal annual installments beginning March 3, 2018.

Remarks:

	Leslie C. Kass, by Angela P. Winter, attorney-in-fact	05/25/2017
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.