Statement of Changes in Beneficial Ownership (4)
08 March 2017 - 10:37AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Ferland E James Jr
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2. Issuer Name
and
Ticker or Trading Symbol
Babcock & Wilcox Enterprises, Inc.
[
BW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman and CEO
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(Last)
(First)
(Middle)
13024 BALLANTYNE CORPORATE PLACE, SUITE 700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/3/2017
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(Street)
CHARLOTTE, NC 28277
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/3/2017
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M
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17811
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A
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$0
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229015
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D
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Common Stock
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3/3/2017
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F
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8975
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D
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$10.49
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220040
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D
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Common Stock
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505
(1)
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I
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401k Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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$0
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3/3/2017
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A
(2)
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133473
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(3)
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3/3/2020
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Common Stock
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133473
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$0
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133473
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D
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Restricted Stock Units
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$0
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3/3/2017
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M
(4)
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17567
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(5)
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3/3/2017
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Common Stock
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17567
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$0
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16126
(4)
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D
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Restricted Stock Units
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$0
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3/3/2017
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M
(6)
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244
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(7)
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3/3/2017
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Common Stock
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244
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$0
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16488
(6)
(8)
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D
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Explanation of Responses:
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(
1)
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Based on number of units held in the BW Thrift Plan and the fair market value of BW common stock as of March 1, 2017.
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(
2)
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Grant 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.
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(
3)
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RSUs vest in three equal annual installments beginning March 3, 2018.
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(
4)
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The 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.
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(
5)
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100% of the RSUs vest on March 3, 2017.
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(
6)
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The 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.
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(
7)
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RSUs vest in two annual installments beginning March 3, 2016.
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(
8)
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The 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Ferland E James Jr
13024 BALLANTYNE CORPORATE PLACE
SUITE 700
CHARLOTTE, NC 28277
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X
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Chairman and CEO
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Signatures
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E. James Ferland by Angela P. Winter, attorney-in-fact
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3/7/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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