| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Babcock & Wilcox Enterprises, Inc. [ BW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/17/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1)(2) | 07/17/2019 | X | 24,751,352(1)(2) | A | $0.3 | 49,839,584 | I | Please see footnotes(3)(4)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Nontransferable Subscription Rights (right to buy)(6) | $0.3 | 07/17/2019 | X | 25,080,000 | 06/28/2019 | 07/18/2019 | Common Stock | 24,751,352(1)(2) | $0 | 0 | I | Please see footnotes(3)(4)(5) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents shares of the Issuer's common stock, par value $0.01 per share ("Common Stock") acquired by Vintage Capital Management, LLC ("Vintage Capital") following the exercise of its subscription rights in connection with the Issuer's subscription rights offering (the "Offering") to holders of the Common Stock, described in the Issuer's prospectus dated June 28, 2019 and filed with the United States Securities and Exchange Commission on June 28, 2019. Each holder of Common Stock of record as of June 27, 2019 received one right for each share of Common Stock, and each right entitled the holder of Common Stock to purchase 0.986896 shares of Common Stock at the subscription price of $0.30 per whole share. Rights could only be exercised in whole numbers of Common Stock and no fractional shares of Common Stock were issued in the Offering. |
| 2. (Continued from footnote 1) Any fractional shares of Common Stock created by the exercise of the rights were rounded to the nearest whole share, with such adjustments as may be necessary to ensure that Issuer offered 166,666,667 shares of Common Stock. There was no oversubscription privilege offered in connection with the Offering. |
| 3. In addition to Vintage Capital, the record holder of the shares of Common Stock, this Form 4 is being filed jointly by Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital"), and Brian R. Kahn, a citizen of the United States of America, each of whom has the same business address as Vintage Capital. |
| 4. (Continued from footnote 3) Kahn Capital, as a member and the majority owner of Vintage Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Kahn Capital disclaims beneficial ownership of such shares for all other purposes, except to the extent of its pecuniary interest therein. Mr. Kahn, as the manager of each of Vintage Capital and Kahn Capital, has the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. |
| 5. The filing of this statement on Form 4 shall not be deemed an admission that any of Vintage Capital, Kahn Capital or Mr. Kahn are, for the purposes of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of any securities specified in this statement other than those directly beneficially owned by them. |
| 6. Represents Vintage Capital's exercise of subscription rights pursuant to the Offering. |
| Vintage Capital Management, LLC, by: /s/ Brian R. Kahn, Manager | 07/19/2019 | |
| Kahn Capital Management, LLC, by: /s/ Brian R. Kahn, Manager | 07/19/2019 | |
| /s/ Brian R. Kahn | 07/19/2019 | |
| ** 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). | ||
| 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. | ||