Statement of Changes in Beneficial Ownership (4)
May 02 2018 - 6:50PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
LICHTENSTEIN WARREN G
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2. Issuer Name
and
Ticker or Trading Symbol
Babcock & Wilcox Enterprises, Inc.
[
BW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Footnote 1
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(Last)
(First)
(Middle)
C/O STEEL PARTNERS HOLDINGS L.P., 590 MADISON AVENUE, 32ND FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/30/2018
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01
(1)
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4/30/2018
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X
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210000
(3)
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A
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$2.00
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285000
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I
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By Steel Partners Ltd.
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Subscription Rights (right to buy)
(1)
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$2.00
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4/30/2018
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X
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75000
(4)
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3/19/2018
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4/30/2018
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Common Stock, par value $0.01
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210000
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$0
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0
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I
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By Steel Partners Ltd.
(2)
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Explanation of Responses:
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(1)
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This Form 4 is filed jointly by Warren G. Lichtenstein and Steel Partners Ltd. ("SPL") (collectively, the "Reporting Persons"). Mr. Lichtenstein is the Chief Executive Officer and a control person of SPL. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock.
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(2)
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Represents securities owned directly by SPL. By virtue of his relationship with SPL discussed in Footnote 1, Mr. Lichtenstein may be deemed to beneficially own the securities owned directly by SPL. Mr. Lichtenstein disclaims beneficial ownership of the securities owned directly by SPL, except to the extent of his pecuniary interest therein.
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(3)
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Shares of Common Stock acquired by SPL following the exercise of its basic subscription privilege in the Issuer's rights offering (the "Offering").
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(4)
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Subscription rights acquired by SPL in connection with the Offering. For each share of Common Stock held by a shareholder of the Issuer, such shareholder received one subscription right to purchase 2.8 shares of Common Stock in connection with the Offering.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LICHTENSTEIN WARREN G
C/O STEEL PARTNERS HOLDINGS L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10022
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See Footnote 1
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Steel Partners, Ltd.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10022
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See Footnote 1
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Signatures
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/s/ Mario Marcon as Attorney-in-Fact for Warren G. Lichtenstein
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5/2/2018
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**
Signature of Reporting Person
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Date
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By: Steel Partners Ltd., By: /s/ Mario Marcon, Chief Financial Officer
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5/2/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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