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*
(Street)
| 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) 07/18/2019 | ||||||||||||||||||||||||||
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) | 07/18/2019 | X | 419,339(1)(2) | A | $0.3 | 844,246 | D | |||
Common Stock(1)(2) | 07/18/2019 | X | 73,421(1)(2) | A | $0.3 | 147,817 | I | As UTMA custodian for Abigail Riley | ||
Common Stock(1)(2) | 07/18/2019 | X | 73,420(1)(2) | A | $0.3 | 147,815 | I | As UTMA custodian for Charlie Riley | ||
Common Stock(1)(2) | 07/18/2019 | X | 73,419(1)(2) | A | $0.3 | 147,813 | I | As UTMA custodian for Eloise Riley | ||
Common Stock(1)(2) | 07/18/2019 | X | 63,552(1)(2) | A | $0.3 | 127,948 | I | As UTMA custodian for Susan Riley | ||
Common Stock(1)(2) | 07/18/2019 | X | 185,536(1)(2) | A | $0.3 | 373,536 | I | By 401(k) Plan |
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)(3) | $0.3 | 07/18/2019 | X | 424,907 | 06/28/2019 | 07/18/2019 | Common Stock | 419,339(1)(2) | $0 | 0 | D | ||||
Nontransferable Subscription Rights (right to buy)(3) | $0.3 | 07/18/2019 | X | 74,396 | 06/28/2019 | 07/18/2019 | Common Stock | 73,421(1)(2) | $0 | 0 | I | As UTMA custodian for Abigail Riley | |||
Nontransferable Subscription Rights (right to buy)(3) | $0.3 | 07/18/2019 | X | 74,395 | 06/28/2019 | 07/18/2019 | Common Stock | 73,420(1)(2) | $0 | 0 | I | As UTMA custodian for Charlie Riley | |||
Nontransferable Subscription Rights (right to buy)(3) | $0.3 | 07/18/2019 | X | 74,394 | 06/28/2019 | 07/18/2019 | Common Stock | 73,419(1)(2) | $0 | 0 | I | As UTMA custodian for Eloise Riley | |||
Nontransferable Subscription Rights (right to buy)(3) | $0.3 | 07/18/2019 | X | 64,396 | 06/28/2019 | 07/18/2019 | Common Stock | 63,552(1)(2) | $0 | 0 | I | As UTMA custodian for Susan Riley | |||
Nontransferable Subscription Rights (right to buy)(3) | $0.3 | 07/18/2019 | X | 188,000 | 06/28/2019 | 07/18/2019 | Common Stock | 185,536(1)(2) | $0 | 0 | I | By 401(k) Plan |
Explanation of Responses: |
1. Represents shares of the Issuer's common stock, par value $0.01 per share ("Common Stock") acquired by the Reporting Persons 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. 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. Represents the Reporting Persons' exercise of subscription rights pursuant to the Offering. |
/s/ Bryant R. Riley | 07/22/2019 | |
** 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. |