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) 12/31/2020 | ||||||||||||||||||||||||||
| 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, $0.01 par value per share | 12/31/2020 | M(1) | 1,105,978(1) | A | $2.2774(1) | 10,919,229(1) | D | |||
| Common Stock, $0.01 par value per share | 12/31/2020 | M(1) | 1,118,995(1) | A | $2.2774(1) | 3,405,659(1) | I(2)(3) | By B. Riley Securities, Inc.(2)(3) | ||
| Common Stock, $0.01 par value per share | 12/31/2020 | M(1) | 154,403(1) | A | $2.2774(1) | 2,245,764(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) | |||||||||||||||
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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 | ||||||||
| Conversion of Interest Payable in Stock | $2.2774(1) | 12/31/2020 | M(1) | $2,518,754.72 | (1) | (1) | Common Stock, $0.01 par value per share | 1,105,978(1) | (1) | $0.00 | D | ||||
| Conversion of Interest Payable in Stock | $2.2774(1) | 12/31/2020 | M(1) | $2,548,400 | (1) | (1) | Common Stock, $0.01 par value per share | 1,118,995(1) | (1) | $0.00 | I(2)(3) | By B. Riley Securities, Inc.(2)(3) | |||
| Conversion of Interest Payable in Stock | $2.2774(1) | 12/31/2020 | M(1) | $351,636.64 | (1) | (1) | Common Stock, $0.01 par value per share | 154,403(1) | (1) | $0.00 | I(2)(3) | By BRC Partners Opportunity Fund, L.P.(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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 December 31, 2020, the Issuer issued 1,105,978 shares of its common stock, par value $0.01 (the "Common Stock") to BRF, 1,118,995 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 October 1, 2020 to December 31, 2020, representing a price of $2.2774 per share of Common Stock. On November 12, 2020, November 25, 2020 and December 23, 2020, BRF and BRS entered into agreements in which BRS purchased participation into the Equitization Agreement, totaling in the aggregate $1,904,400 interest payable. |
| 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 | 01/26/2021 | |
| BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Investment Officer | 01/26/2021 | |
| BRC Partners Management GP, LLC, by B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer | 01/26/2021 | |
| B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Investment Officer | 01/26/2021 | |
| B. Riley Securities, Inc., by: /s/ Andrew Moore, Chief Executive Officer | 01/26/2021 | |
| Bryant R. Riley | 01/26/2021 | |
| ** 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. | ||