SEC Form 4 · accession 0001584346-17-000004
Babcock & Wilcox Enterprises, Inc. · BW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark A Carano
Officer — SVP & Treasurer
Period of report
Mar 3, 2017
Accepted (ET)
Mar 7, 2017 · 6:06 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 Stock | Mar 3, 2017 | M | 120 | $0.00 | A | 11,729 | D | |
| Common Stock | Mar 3, 2017 | F | 120 | $10.49 | D | 11,609 | D | |
| Common StockF1 | holding | — | — | — | 249 | I | 401k Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3 | $0.00 | Mar 3, 2017 | A | 25,026 | A | — | Mar 3, 2020 | Common Stock | 25,026 | 25,026 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Mar 3, 2017 | M | 108 | D | — | Mar 3, 2017 | Common Stock | 108 | 3,301 | D |
| Restricted Stock UnitsF6,F7 | $0.00 | Mar 3, 2017 | M | 12 | D | — | Mar 3, 2017 | Common Stock | 12 | 1,646 | D |
Explanation of responses
- F1Based on number of units held in the BW Thrift Plan and the fair market value of BW common stock as of March 1, 2017.
- F2Grant of restricted stock units pursuant to the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of BW common stock.
- F3RSUs vest in three equal annual installments beginning March 3, 2018.
- F4The reporting person elected to defer receipt of all shares underlying the RSUs. On March 3, 2017, 3,409 RSUs vested and 108 of those shares were withheld to fulfill tax obligations. In accordance with his deferral election, vested shares will be delivered to the reporting person in five annual installments beginning six months following termination of employment.
- F5100% of the RSUs vest on March 3, 2017.
- F6The reporting person elected to defer receipt of all shares underlying the RSUs. On March 3, 2017, 576 RSUs vested and 12 of those shares were withheld to fulfill tax obligations. In accordance with his deferral election, vested shares will be delivered to the reporting person in five annual installments beginning six months following termination of employment.
- F7RSUs vest in two annual installments beginning March 3, 2016.