SEC Form 4 · accession 0001644999-15-000015
Babcock & Wilcox Enterprises, Inc. · BW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian K Ferraioli
Director
Period of report
Jul 1, 2015
Accepted (ET)
Jul 6, 2015 · 1:25 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 | holding | — | — | — | 1,795 | D |
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 | Jul 1, 2015 | A | 1,860 | A | — | — | Common Stock | 1,860 | 1,860 | D |
| Restricted Stock UnitsF4 | $0.00 | Jul 1, 2015 | A | 1,853 | A | — | — | Common Stock | 1,853 | 1,853 | D |
| Dividend Equivalent RightsF5 | — | Jul 1, 2015 | A | 78 | A | — | — | Common Stock | 78 | 78 | D |
Explanation of responses
- F1Represents shares received in connection with the pro-rata distribution of BW common stock from The Babcock & Wilcox Company ("BWC") (the "Spin-off") and converted from BWC common stock held by the Reporting Person as of the Spin-off.
- F2Grant of restricted stock units received in connection with the Spin-off and converted from BWC restricted stock units held by the Reporting Person as of the Spin-off. RSU's represent the right to receive one share of BW common stock for each unit that vests.
- F3RSU's vested immediately. The reporting person elected to defer receipt of shares underlying the RSU's. In accordance with his deferral election, vested shares will be delivered to the reporting person in one lump sum upon the earlier to occur of the reporting person's disability or termination of service on the Board of Directors.
- F4RSU's vested immediately. The reporting person elected to defer receipt of shares underlying the RSU's. In accordance with his deferral election, vested shares will be delivered to the reporting person in one lump sum upon the earlier to occur of: (a) six months following the reporting person's termination of service on the Board of Directors; or (b) January 2, 2018.
- F5The dividend equivalent rights accrued on two restricted stock unit grants of which the reporting person has elected to defer receipt of the shares underlying the RSU's. Each RSU and DER represent a contingent right to receive one share of BW common stock. In accordance with the deferral election, the DERs will be delivered to the reporting person proportionately with the RSU's to which they relate.