SEC Form 4 · accession 0001584346-18-000008
Babcock & Wilcox Enterprises, Inc. · BW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark A Carano
Officer — Senior Vice President
Period of report
May 1, 2018
Accepted (ET)
Jun 7, 2018 · 4:38 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 | May 1, 2018 | M | 253 | $0.00 | A | 18,916 | D | |
| Common Stock | May 1, 2018 | F | 253 | $2.40 | D | 18,663 | D | |
| Common StockF1 | holding | — | — | — | 262 | 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 UnitsF2,F3 | $0.00 | May 1, 2018 | M | 20 | D | — | May 1, 2018 | Common Stock | 20 | 2,254 | D |
| Restricted Stock UnitsF4,F3 | $0.00 | May 1, 2018 | M | 100 | D | — | May 1, 2018 | Common Stock | 100 | 11,152 | D |
| Restricted Stock UnitsF5,F3 | $0.00 | May 1, 2018 | M | 93 | D | — | May 1, 2018 | Common Stock | 93 | 10,368 | D |
| Restricted Stock UnitsF6,F3 | $0.00 | May 1, 2018 | M | 40 | D | — | May 1, 2018 | Common Stock | 40 | 4,521 | 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 February 28, 2018.
- F2On May 1, 2018, 628 RSUs were awarded and immediately vested as a result of an antidilution adjustment made pursuant to the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan. The reporting person elected to defer receipt of all shares underlying the RSUs and 20 of the additional 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.
- F3100% of the RSUs vest immediately.
- F4On May 1, 2018, 3,108 RSUs were awarded and immediately vested as a result of an antidilution adjustment made pursuant to the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan. The reporting person elected to defer receipt of all shares underlying the RSUs and 100 of the additional 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.
- F5On May 1, 2018, 2,889 RSUs were awarded and immediately vested as a result of an antidilution adjustment made pursuant to the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan. The reporting person elected to defer receipt of all shares underlying the RSUs and 93 of the additional 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.
- F6On May 1, 2018, 1,260 RSUs were awarded and immediately vested as a result of an antidilution adjustment made pursuant to the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan. The reporting person elected to defer receipt of all shares underlying the RSUs and 40 of the additional 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.