SEC Form 4 · accession 0001144204-18-001156
Babcock & Wilcox Enterprises, Inc. · BW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
KAHN CAPITAL MANAGEMENT LLC
Director · 10% Owner
Brian Randall Kahn
Director · 10% Owner
Vintage Capital Management LLC
Director · 10% Owner
Period of report
Jan 3, 2018
Accepted (ET)
Jan 5, 2018 · 8:25 pm EST
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 StockF1,F2,F3,F4 | Jan 3, 2018 | A | 8,232 | $0.00 | A | 6,608,232 | I | Please see footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents time-based restricted stock units ("RSUs") awarded to Brian R. Kahn, solely in his capacity as a director of Babcock & Wilcox Enterprises, Inc. (the "Issuer"), as director compensation under the Issuer's Amended and Restated 2015 Long-Term Incentive Plan. Each RSU granted by the Issuer represents the right to receive one share of the Issuer's common stock, par value $0.01 per share ("Common Stock"). The RSUs vested immediately upon the granting thereof on January 3, 2018.
- F2Represents the RSUs awarded plus 6,600,000 shares of Common Stock beneficially owned by Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital").
- F3In addition to Vintage Capital, this Form 4 is being filed jointly by Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital"), and Mr. Kahn, a citizen of the United States of America, each of whom has the same business address as Vintage Capital.
- F4(Continued from footnote 3) Kahn Capital, as a member and the majority owner of Vintage Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Kahn Capital disclaims beneficial ownership of such shares for all other purposes, except to the extent of its pecuniary interest therein. Mr. Kahn, as the manager of each of Vintage Capital and Kahn Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein.