SEC Form 4 · accession 0000921895-18-001544
Babcock & Wilcox Enterprises, Inc. · BW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 30, 2018
Accepted (ET)
May 2, 2018 · 6:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001630805
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01F1,F3,F2 | Apr 30, 2018 | X | 210,000 | $2.00 | A | 285,000 | I | By Steel Partners Ltd. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription Rights (right to buy)F1,F4,F2 | $2.00 | Apr 30, 2018 | X | 75,000 | D | Mar 19, 2018 | Apr 30, 2018 | Common Stock, par value $0.01 | 210,000 | 0 | I |
Explanation of responses
- F1This 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.
- F2Represents 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.
- F3Shares of Common Stock acquired by SPL following the exercise of its basic subscription privilege in the Issuer's rights offering (the "Offering").
- F4Subscription 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.