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^*

Dziewisz John J

(Last)

(First)

(Middle)

1200 EAST MARKET STREET

(Street)

AKRON

44305

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2020

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)
	SVP & Corp. Secy.

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	587	D
Common Stock	2.25⁽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 Option (right to purchase)	⁽²⁾	03/03/2017	Common Stock	258	$140.3	D
Stock Option (right to purchase)	⁽²⁾	03/02/2018	Common Stock	1,328	$132.7	D
Stock Option (right to purchase)	⁽²⁾	03/01/2019	Common Stock	619	$137.6	D
Stock Option (right to purchase)	⁽²⁾	03/06/2019	Common Stock	1,913	$41.7	D
Restricted Stock Unit	⁽³⁾	03/03/2020	Common Stock	192	$0.00	D
Restricted Stock Unit	⁽⁴⁾	08/13/2022	Common Stock	40,000	$0.00	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 January 31, 2020.

2. Stock options are fully vested.

3. Pursuant to the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan each restricted stock unit represents a contingent right to receive one share of BW common stock. RSUs vest in three installments beginning on March 3, 2018.

4. Pursuant to the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan each restricted stock unit represents a contingent right to receive one share of BW common stock. RSUs vest in three installments beginning on August 13, 2020.

Remarks:

Power of attorney filed as exhibit 24 herewith.

	John J. Dziewisz, by Robert Flemma, Jr., attorney-in-fact	02/04/2020
	** 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.
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