Vintage Capital Management Form 4 Babcock & Wilcox Enterprises / BRIAN RANDALL KAHN ownership change

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^*

Vintage Capital Management LLC

(Last) (First) (Middle)

4705 S APOPKA VINELAND ROAD

SUITE 206

(Street)

ORLANDO FL 32819

(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)
06/13/2018

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

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
Stock Options (right to buy)	$4.17	06/13/2018		A(1)		36,398		06/13/2018(2)	06/13/2028	Common Stock	36,398	$0	36,398	I	Please see footnote(3)(4)

1. Name and Address of Reporting Person^*

Vintage Capital Management LLC

(Last) (First) (Middle)

4705 S APOPKA VINELAND ROAD

SUITE 206

(Street)

ORLANDO FL 32819

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KAHN CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)

4705 S. APOPKA VINELAND ROAD

SUITE 206

(Street)

ORLANDO FL 32819

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KAHN BRIAN RANDALL

(Last) (First) (Middle)

4705 S. APOPKA VINELAND ROAD

SUITE 206

(Street)

ORLANDO FL 32819

(City) (State) (Zip)

Explanation of Responses:

1. Grant of stock options pursuant to the Amended and Restated 2015 Long-Term Incentive Plan of Babcock & Wilcox Enterprises, Inc. (the "Issuer").

2. 100% of the stock options vest immediately.

3. In addition to Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"), 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 the Issuer's Common Stock, par value $0.01 per share (the "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, 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. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein.

	Vintage Capital Management, LLC, by: /s/ Brian R. Kahn, Manager	06/14/2018
	Kahn Capital Management, LLC, by: /s/ Brian R. Kahn, Manager	06/14/2018
	/s/ Brian R. Kahn	06/14/2018
	** Signature of Reporting Person	Date
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