Statement of Changes in Beneficial Ownership (4)
July 02 2020 - 3:36PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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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 BOULEVARD, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/30/2020 |
(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 | 6/30/2020 | | M(1) | | 971839 (1) | A | $2.2774 (1) | 5875614 (1) | D | |
Common Stock, $0.01 par value per share | 6/30/2020 | | M(1) | | 144463 (1) | A | $2.2774 (1) | 2003886 (1) | I (2)(3) | By B. Riley FBR, Inc. (2)(3) |
Common Stock, $0.01 par value per share | 6/30/2020 | | M(1) | | 76069 (1) | A | $2.2774 (1) | 1936958 (1) | I (2)(3) | By BRC Partners Opportunity Fund, L.P. (2)(3) |
Common Stock, $0.01 par value per share | | | | | | | | 176424 | D (2)(3)(4) | |
Common Stock, $0.01 par value per share | | | | | | | | 37353 | I (2)(3) | Held in Bryant R. Riley's 401(k) account (2)(3) |
Common Stock, $0.01 par value per share | | | | | | | | 33402 | I (2)(3) | By Bryant R. Riley, as UTMA custodian for Charlie Riley (2)(3) |
Common Stock, $0.01 par value per share | | | | | | | | 31416 | I (2)(3) | By Bryant R. Riley, as UTMA custodian for Susan Riley (2)(3) |
Common Stock, $0.01 par value per share | | | | | | | | 33402 | I (2)(3) | By Bryant R. Riley, as UTMA custodian for Abigail Riley (2)(3) |
Common Stock, $0.01 par value per share | | | | | | | | 33404 | I (2)(3) | By Bryant R. Riley, as UTMA custodian for Eloise Riley (2)(3) |
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 |
Conversion of Interest Payable in Stock | $2.2774 (1) | 6/30/2020 | | M (1) | | | $2213265.27 | (1) | (1) | Common Stock, $0.01 par value per share | 971839 (1) | (1) | $8742976.11 | D | |
Conversion of Interest Payable in Stock | $2.2774 (1) | 6/30/2020 | | M (1) | | | $329000.00 | (1) | (1) | Common Stock, $0.01 par value per share | 144463 (1) | (1) | $1288000 | I (2)(3) | By B. Riley FBR, Inc. (2)(3) |
Conversion of Interest Payable in Stock | $2.2774 (1) | 6/30/2020 | | M (1) | | | $173240.46 | (1) | (1) | Common Stock, $0.01 par value per share | 76069 (1) | (1) | $703273.28 | I (2)(3) | By BRC Partners Opportunity Fund, L.P. (2)(3) |
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 30, 2020, the Issuer issued 971,839 shares of its common stock, par value $0.01 (the "Common Stock") to BRF, 144,463 shares of Common Stock to BRFBR and 76,069 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 May 14, 2020 to June 30, 2020, representing a price of $2.2774 per share of Common Stock. |
(2) | This Form 4 is being filed jointly by BRF, BRFBR, 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 BRFBR. As a result, BRF may be deemed to indirectly beneficially own the shares held by BRFBR. |
(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, BRFBR and BRPLP. 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. |
(4) | 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 BOULEVARD, SUITE 400 WOODLAND HILLS, CA 91367 | X | X |
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BRC Partners Opportunity Fund, LP 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES,, CA 90025 |
| X |
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BRC Partners Management GP, LLC 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES,, CA 90025 |
| X |
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B. RILEY CAPITAL MANAGEMENT, LLC 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES,, CA 90025 |
| X |
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B. Riley FBR, Inc. 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES,, CA 90025 |
| X |
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RILEY BRYANT R 21255 BURBANK BOULEVARD, SUITE 400 WOODLAND HILLS,, CA 91367 |
| X |
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Signatures
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B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer | | 7/2/2020 |
**Signature of Reporting Person | Date |
BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Investment Officer | | 7/2/2020 |
**Signature of Reporting Person | Date |
BRC Partners Management GP, LLC, by B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer | | 7/2/2020 |
**Signature of Reporting Person | Date |
B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Investment Officer | | 7/2/2020 |
**Signature of Reporting Person | Date |
B. Riley FBR, Inc., by: /s/ Andrew Moore, Chief Executive Officer | | 7/2/2020 |
**Signature of Reporting Person | Date |
Bryant R. Riley | | 7/2/2020 |
**Signature of Reporting Person | Date |
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