SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
B. Riley Financial, Inc.

(Last) (First) (Middle)
11100 SANTA MONICA BOULEVARD, SUITE 800

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Babcock & Wilcox Enterprises, Inc. [ BW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2020
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value per share 09/30/2020 M(1) 1,896,821(1) A $2.2774(1) 9,813,251(1) D
Common Stock, $0.01 par value per share 09/30/2020 M(1) 282,778(1) A $2.2774(1) 2,286,664(1) I(2)(3) By B. Riley Securities, Inc.(2)(3)
Common Stock, $0.01 par value per share 09/30/2020 M(1) 154,403(1) A $2.2774(1) 2,091,361(1) I(2)(3) By BRC Partners Opportunity Fund, L.P.(2)(3)
Common Stock, $0.01 par value per share 176,424 D(2)(3)(4)
Common Stock, $0.01 par value per share 37,353 I(2)(3) Held in Bryant R. Riley's 401(k) account(2)(3)
Common Stock, $0.01 par value per share 33,402 I(2)(3) By Bryant R. Riley, as UTMA custodian for Charlie Riley(2)(3)
Common Stock, $0.01 par value per share 31,416 I(2)(3) By Bryant R. Riley, as UTMA custodian for Susan Riley(2)(3)
Common Stock, $0.01 par value per share 33,402 I(2)(3) By Bryant R. Riley, as UTMA custodian for Abigail Riley(2)(3)
Common Stock, $0.01 par value per share 33,404 I(2)(3) By Bryant R. Riley, as UTMA custodian for Eloise Riley(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Conversion of Interest Payable in Stock $2.2774(1) 09/30/2020 M(1) $4,319,821.39 (1) (1) Common Stock, $0.01 par value per share 1,896,821(1) (1) $4,423,154.72 D
Conversion of Interest Payable in Stock $2.2774(1) 09/30/2020 M(1) $644,000 (1) (1) Common Stock, $0.01 par value per share 282,778(1) (1) $644,000 I(2)(3) By B. Riley Securities, Inc.(2)(3)
Conversion of Interest Payable in Stock $2.2774(1) 09/30/2020 M(1) $351,636.64 (1) (1) Common Stock, $0.01 par value per share 154,403(1) (1) $351,636.64 I(2)(3) By BRC Partners Opportunity Fund, L.P.(2)(3)
1. Name and Address of Reporting Person*
B. Riley Financial, Inc.

(Last) (First) (Middle)
11100 SANTA MONICA BOULEVARD, SUITE 800

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BRC Partners Opportunity Fund, LP

(Last) (First) (Middle)
11100 SANTA MONICA BLVD., SUITE 800

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BRC Partners Management GP, LLC

(Last) (First) (Middle)
11100 SANTA MONICA BLVD., SUITE 800

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
B. RILEY CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)
11100 SANTA MONICA BLVD., SUITE 800

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
B. Riley Securities, Inc.

(Last) (First) (Middle)
11100 SANTA MONICA BLVD., SUITE 800

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RILEY BRYANT R

(Last) (First) (Middle)
11100 SANTA MONICA BLVD., SUITE 800

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to the Fee and Interest Equitization Agreement (the "Equitization Agreement"), dated as of May 14, 2020, by and among Babcock & Wilcox Enterprises, Inc. (the "Issuer"), B. Riley Financial, Inc., a Delaware corporation ("BRF") and, solely for limited purposes, B. Riley Securities, Inc., a Delaware corporation ("BRS"), on September 30, 2020, the Issuer issued 1,896,821 shares of its common stock, par value $0.01 (the "Common Stock") to BRF, 282,778 shares of Common Stock to BRS and 154,403 shares of Common Stock to BRC Partners Opportunity Fund, LP, a Delaware limited partnership ("BRPLP"), in each case in satisfaction of payment of Interest Payments (as defined in the Equitization Agreement) for the period from July 1, 2020 to September 30, 2020, representing a price of $2.2774 per share of Common Stock.
2. This Form 4 is being filed jointly by BRF, BRS, BRPLP, BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), B. Riley Capital Management, LLC, a New York limited liability company, a registered investment advisor ("BRCM"), and Bryant R. Riley. BRPGP is a subsidiary of BRCM and is the general partner of BRPLP. BRF is the parent company of BRCM. As a result, BRF may be deemed to indirectly beneficially own the shares held by BRPLP. BRF is the parent company of BRS. As a result, BRF may be deemed to indirectly beneficially own the shares held by BRS.
3. Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the shares of Common Stock directly held by BRF, BRS and BRPLP. Each of BRF, BRS, BRPGP, BRCM and BRPLP (collectively, the "B. Riley Entities") and Bryant R. Riley disclaims beneficial ownership of the outstanding shares of Common Stock reported herein, except to the extent of its/his respective pecuniary interest therein.
4. Represents shares held directly by Bryant R. Riley.
B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer 10/02/2020
BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Investment Officer 10/02/2020
BRC Partners Management GP, LLC, by B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer 10/02/2020
B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Investment Officer 10/02/2020
B. Riley Securities, Inc., by: /s/ Andrew Moore, Chief Executive Officer 10/02/2020
Bryant R. Riley 10/02/2020
** 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 4 (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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