Amended Statement of Beneficial Ownership (sc 13d/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2) ¹

Babcock & Wilcox Enterprises, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

05614L100

(CUSIP Number)

ERIC SINGER

VIEX Capital Advisors, LLC

825 Third Avenue, 33rd Floor

New York, New York 10022

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 12, 2018

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

CUSIP NO. 05614L100


	1	NAME OF REPORTING PERSON

			VIEX Opportunities Fund, LP- Series One*
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,382,418
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,382,418
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,382,418
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			3.1%
	14	TYPE OF REPORTING PERSON

			PN

* This Series One is part of a series of VIEX Opportunities Fund, LP, a series limited partnership.

CUSIP NO. 05614L100


	1	NAME OF REPORTING PERSON

			VIEX GP, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,382,418
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,382,418
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,382,418
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			3.1%
	14	TYPE OF REPORTING PERSON

			OO

CUSIP NO. 05614L100


	1	NAME OF REPORTING PERSON

			VIEX Capital Advisors, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			DELAWARE
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					2,032,805
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					2,032,805
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			2,032,805
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			4.6%
	14	TYPE OF REPORTING PERSON

			IA

CUSIP NO. 05614L100


	1	NAME OF REPORTING PERSON

			Eric Singer
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					2,032,805
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					2,032,805
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			2,032,805
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			4.6%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP NO. 05614L100

The following constitutes the Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amend the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration .

Item 3 is amended and restated as follows:

The 1,382,418 Shares purchased by Series One were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,382,418 Shares beneficially owned by Series One is approximately $4,672,573, including brokerage commissions.

VIEX Capital has purchased 650,387 Shares on behalf of a managed account with working capital in open market purchases. The aggregate purchase price of such 650,387 Shares is approximately $2,582,036 excluding brokerage commissions.

Item 5.

Interest in Securities of the Issuer .

Item 5 is amended and restated as follows:

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 44,084,680 Shares outstanding, which is the total number of Shares outstanding as of January 31, 2018 as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 1, 2018.

Series One

(a)

As of 10:00 AM on March 14, 2018, Series One beneficially owned directly 1,382,418 Shares.

Percentage: Approximately 3.1%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,382,302
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,382,302

(c)

The transactions in the Shares by Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

VIEX GP

(a)

VIEX GP , as the general partner of Series One, may be deemed the beneficial owner of the 1,382,418 Shares owned by Series One.

Percentage: Approximately 3.1%

CUSIP NO. 05614L100

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,382,418
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,382,418

(c)

VIEX GP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

VIEX Capital

(a)

VIEX Capital , as the investment manager of Series One and the managed account to which VIEX Capital has sole voting and dispositive power over, may be deemed the beneficial owner of 2,032,805 Shares.

Percentage: Approximately 4.6%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,032,805
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,032,805

(c)

The transactions in the Shares by VIEX Capital on behalf of the managed account during the past 60 days are set forth in Schedule A and are incorporated herein by reference. The transactions in the Shares by Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

Eric Singer

(a)

Mr. Singer, as the managing member of VIEX Capital, may be deemed the beneficial owner of the 2,032,805 Shares deemed to be beneficially owned by VIEX Capital .

Percentage: Approximately 4.6%

(b)

(c)

Mr. Singer has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Series One and VIEX Capital on behalf of the managed account during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

CUSIP NO. 05614L100

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

As of March 14, 2018, the Reporting Persons ceased to be beneficial owners of more than 5% of the Shares of the Issuer.

CUSIP NO. 05614L100

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 14, 2018

VIEX Opportunities Fund, LP – Series One

By:	VIEX GP, LLC General Partner

By:	/s/ Eric Singer
	Name:	Eric Singer
	Title:	Managing Member

VIEX GP, LLC

By:	/s/ Eric Singer
	Name:	Eric Singer
	Title:	Managing Member

VIEX Capital Advisors, LLC

By:	/s/ Eric Singer
	Name:	Eric Singer
	Title:	Managing Member

	/s/ Eric Singer
	Eric Singer

CUSIP NO. 05614L100

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

VIEX opportunities fund, LP - Series one

Exercise of May 2018 Call Options ($2.50 strike price)	157,000	2.5000	03/09/2018
Sale of Common Stock	(50,000)	6.2625	03/09/2018
Sale of Common Stock	(241,747)	6.4013	03/12/2018
Sale of Common Stock	(387,037)	6.3107	03/13/2018
Sale of Common Stock	(217,600)	4.9000	03/14/2018