Statement of Changes in Beneficial Ownership (4)
June 10 2020 - 7:08PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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
*
B. Riley Financial, Inc. |
2. Issuer Name and Ticker or Trading Symbol
Babcock & Wilcox Enterprises, Inc.
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BW
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
21255 BURBANK BLVD., SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/8/2020 |
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(Street)
WOODLAND HILLS, CA 91367
(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, $0.01 par value per share | 6/8/2020 | | J(1) | | 1712479 (1) | A | $2.2774 (1) | 4903775 (1) | D | |
| Common Stock, $0.01 par value per share | | | | | | | | 1859423 | I | By B. Riley FBR, Inc. (2) |
| Common Stock, $0.01 par value per share | | | | | | | | 1860889 | I | By BRC Partners Opportunity Fund, L.P. (2) |
| Common Stock, $0.01 par value per share | | | | | | | | 176424 | D (3) | |
| Common Stock, $0.01 par value per share | | | | | | | | 37353 | I | Held in Bryant R. Riley's 401(k) account (2) |
| Common Stock, $0.01 par value per share | | | | | | | | 33402 | I | By Bryant R. Riley, as UTMA custodian for Charlie Riley (2) |
| Common Stock, $0.01 par value per share | | | | | | | | 31416 | I | By Bryant R. Riley, as UTMA custodian for Susan Riley (2) |
| Common Stock, $0.01 par value per share | | | | | | | | 33402 | I | By Bryant R. Riley, as UTMA custodian for Abigail Riley (2) |
| Common Stock, $0.01 par value per share | | | | | | | | 33404 | I | By Bryant R. Riley, as UTMA custodian for Eloise Riley (2) |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| 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 FBR, Inc., a Delaware corporation ("BRFBR"), on June 8, 2020, the Issuer issued 1,712,479 shares of its common stock, par value $0.01 (the "Common Stock") to BRF in satisfaction of payment of the Fee Payment (as defined in the Equitization Agreement), representing a price of $2.2774 per share of Common Stock. Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. Accordingly, Bryant R. Riley may be deemed to indirectly beneficially own the shares of Common Stock directly held by BRF. Bryant R. Riley disclaims beneficial ownership of the outstanding shares of Common Stock directly held by BRF, except to the extent of his pecuniary interest therein. |
| (2) | This Form 4 is being filed jointly by BRF and Bryant R. Riley. BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP") is a subsidiary of B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), a registered investment advisor, and is the general partner of BRC Partners Opportunity Fund, LP, a Delaware limited partnership ("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 BRFBR. As a result, BRF may be deemed to indirectly beneficially own the shares held by BRFBR. Each of BRF, BRFBR, 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. |
| (3) | Represents shares held directly by Bryant R. Riley. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
B. Riley Financial, Inc.
21255 BURBANK BLVD.
SUITE 400
WOODLAND HILLS, CA 91367 | X | X |
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RILEY BRYANT R
C/O B. RILEY FINANCIAL, INC.
21255 BURBANK BLVD, SUITE 400
WOODLAND HILLS, CA 91367 | X | X |
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Signatures
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| B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer | | 6/10/2020 |
| **Signature of Reporting Person | Date |
| Bryant R. Riley | | 6/10/2020 |
| **Signature of Reporting Person | Date |
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