BW Babcock and Wilcox Enterprises Inc

The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein. All Share amounts disclosed in this Amendment No. 9 reflect the 1-for-10 reverse stock split of the Shares effected by the Issuer on July 24, 2019 (the “Reverse Split” or “Split”) unless otherwise indicated.

The final paragraph of Item 2(a) is hereby amended and restated to read as follows:

Set forth on Schedule A annexed hereto (“ Schedule A ”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of (i) the executive officers and directors of Steel Holdings GP, (ii) the executive officers and directors of Steel Excel and (iii) the executive officers and directors of SPL. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, including on Schedule A , none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 5,955,728 Shares owned directly by Steel Excel is approximately $94,362,076, including brokerage commissions. Such Shares were acquired with funds of Steel Excel, borrowings under Steel Excel’s credit facility and funds of an affiliated entity that initially purchased a portion of the Shares prior to being transferred to Steel Excel.

The aggregate purchase price of the 56,626 Shares owned directly by SPL is approximately $814,555, including brokerage commissions. The Shares owned directly by SPL were acquired with the working capital of SPL.

The Reporting Persons effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Item 5(a) is hereby amended and restated to read as follows:

(a)       On July 23, 2019, the Issuer completed its previously announced rights offering pursuant to which it distributed one nontransferable subscription right to purchase 0.986896 pre-Split Shares at a subscription price of $0.30 per pre-Split Share for each pre-Split Share held as of June 27, 2019 (the “2019 Offering”). Steel Excel and SPL fully exercised their respective basic subscription privileges in the 2019 Offering.

The aggregate percentage of Shares reported owned by each person named herein is based upon 46,300,000 Shares outstanding, which is the approximate number of Shares reported by the Issuer to be outstanding following completion of the 2019 Offering, certain related equitization transactions and the Reverse Split, as disclosed in the Issuer’s press release dated July 24, 2019.

As of the close of business on the date hereof, Steel Excel owned directly 5,955,728 Shares, constituting approximately 12.9% of the Shares outstanding. By virtue of their relationships with Steel Excel discussed in further detail in Item 2, each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by Steel Excel.

As of the close of business on the date hereof, SPL owned directly 56,626 Shares, constituting less than 1% of the Shares outstanding. By virtue of his relationship with SPL discussed in further detail in Item 2, Warren G. Lichtenstein may be deemed to beneficially own the Shares owned directly by SPL.

The filing of this Schedule 13D shall not be deemed 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 Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.

Item 5(c) is hereby amended to add the following:

(c)       Steel Excel and SPL purchased 2,958,224 Shares and 28,126 Shares, respectively, pursuant to their respective basic subscription privileges in connection with the 2019 Offering. There were no other transactions in the Shares by the Reporting Persons during the past 60 days.

SIGNATURES

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

SCHEDULE A

Executive Officers and Directors of Steel Partners Holdings GP Inc.

Executive Officers and Directors of Steel Excel Inc.

Executive Officers and Directors of Steel Partners Ltd.

¹ As of the close of business on the date hereof, Jack L. Howard directly owned 18,875 Shares and may be deemed to beneficially own an additional 18,875 Shares directly owned by EMH Howard, LLC (“EMH”), an affiliate of Mr. Howard, constituting in the aggregate less than 1% of the Shares outstanding. The aggregate purchase price of the Shares owned directly by Mr. Howard is approximately $270,807, including brokerage commissions. Such Shares were acquired with the personal funds of Mr. Howard. The aggregate purchase price of the Shares owned directly by EMH is approximately $270,807, including brokerage commissions. Such Shares were acquired with the working capital of EMH. Mr. Howard has or may be deemed to have the sole power to vote and dispose of all such Shares and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, all such Shares. During the past 60 days, Mr. Howard and EMH purchased 9,375 Shares and 9,375 Shares, respectively, pursuant to their respective basic subscription privileges in connection with the 2019 Offering.