SEC Form 4 · accession 0001584346-18-000010
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
Aug 14, 2018
Accepted (ET)
Aug 16, 2018 · 5:02 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 StockF1 | Aug 14, 2018 | M | 48,362 | — | A | 67,025 | D | |
| Common StockF2 | Aug 14, 2018 | D | 48,362 | $2.18 | D | 18,663 | D | |
| Common StockF3 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance UnitsF1,F4 | — | Aug 14, 2018 | M | 48,362 | D | — | Aug 14, 2018 | Common Stock | 48,362 | 0 | D |
Explanation of responses
- F1Each cash-settled performance unit ("CPU") is the economic equivalent of one share of BW common stock.
- F2Each CPU represents the right to receive an amount in cash equal to the "measurement value" of our stock at the time of vesting. Generally, the measurement value is detemined based on the average fair market value of our stock for the 30-day period immediately preceding the vesting date. However, the measurement value will be no less than 75% of the market value of our stock determined as of the grant date of August 14, 2017, and no greater than 150% of the value of our stock determined as of the grant date.
- F3Based on number of units held in the BW Thrift Plan and the fair market value of BW common stock as of July 2, 2018.
- F4CPUs vest in two installments as follows: 40% on 02/14/2018; 60% on 08/14/2018.