SEC Form 4 · accession 0001644999-17-000011
Babcock & Wilcox Enterprises, Inc. · BW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
E James Ferland Jr.
Officer — Chairman and CEO · Director
Period of report
Mar 3, 2017
Accepted (ET)
Mar 7, 2017 · 6:36 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 | 17,811 | $0.00 | A | 229,015 | D | |
| Common Stock | Mar 3, 2017 | F | 8,975 | $10.49 | D | 220,040 | D | |
| Common StockF1 | holding | — | — | — | 505 | 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 | 133,473 | A | — | Mar 3, 2020 | Common Stock | 133,473 | 133,473 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Mar 3, 2017 | M | 17,567 | D | — | Mar 3, 2017 | Common Stock | 17,567 | 16,126 | D |
| Restricted Stock UnitsF6,F8,F7 | $0.00 | Mar 3, 2017 | M | 244 | D | — | Mar 3, 2017 | Common Stock | 244 | 16,488 | 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 50% of the shares underlying the RSUs. On March 3, 2017, 33,693 RSUs vested and 8,731 of those shares were withheld to fulfill tax obligations. In accordance with his deferral election, the deferred portion of the vested shares will be delivered to the reporting person in four annual installments beginning two years 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, 5,700 RSUs vested and 244 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 four installments beginning two years following termination of employment.
- F7RSUs vest in two annual installments beginning March 3, 2016.
- F8The Form 4 filed on July 6, 2015 incorrectly reported the grant amount of this RSU award as 16,917. The correct amount was 16,918. Therefore, in Column 9 on the Form 4 filed on March 4, 2016 reporting the lapse of 5,700 RSUs and the withholding of 186 shares to fulfill tax obligations, the number of RSUs beneficially owned following the reported transaction should have been 16,732.