SEC Form 4 · accession 0000921895-18-001545
Babcock & Wilcox Enterprises, Inc. · BW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Steel Excel Inc.
10% Owner
STEEL PARTNERS HOLDINGS L.P.
10% Owner
SPH Group Holdings LLC
10% Owner
SPH Group LLC
10% Owner
Steel Partners Holdings GP Inc.
10% Owner
Period of report
Apr 30, 2018
Accepted (ET)
May 2, 2018 · 6:52 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 | 19,581,013 | $2.00 | A | 26,574,232 | I | By Steel Excel Inc. |
| Common Stock, par value $0.01F1,F4,F2 | Apr 30, 2018 | P | 3,400,809 | $2.00 | A | 29,975,041 | I | By Steel Excel Inc. |
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,F5,F2 | $2.00 | Apr 30, 2018 | X | 6,993,219 | D | Mar 19, 2018 | Apr 30, 2018 | Common Stock, par value $0.01 | 19,581,013 | 0 | I |
Explanation of responses
- F1This Form 4 is filed jointly by Steel Partners Holdings L.P. ("Steel Holdings"), SPH Group LLC ("SPHG"), SPH Group Holdings LLC ("SPHG Holdings"), Steel Partners Holdings GP Inc. ("Steel Holdings GP") and Steel Excel Inc. ("Steel Excel") (collectively, the "Reporting Persons"). Steel Holdings owns 99% of the membership interests of SPHG. SPHG is the sole member of SPHG Holdings. Steel Holdings GP is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. SPHG Holdings owns 100% of the outstanding shares of common stock of Steel Excel. 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 Steel Excel. By virtue of their relationships with Steel Excel discussed in Footnote 1, each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP may be deemed to beneficially own the securities owned directly by Steel Excel. Each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP disclaims beneficial ownership of the securities owned directly by Steel Excel, except to the extent of its pecuniary interest therein.
- F3Shares of Common Stock acquired by Steel Excel following the exercise of its basic subscription privilege in the Issuer's rights offering (the "Offering").
- F4Shares of Common Stock acquired by Steel Excel pursuant to Steel Holdings' previously disclosed agreement with Vintage Capital Management, LLC ("Vintage") to backstop Vintage's obligation under the equity commitment agreement entered into between Vintage and the Issuer with respect to the Offering.
- F5Subscription rights acquired by Steel Excel 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.