Sec Form 4 Filing - Vintage Capital Management LLC @ Babcock & Wilcox Enterprises, Inc. - 2018-04-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Vintage Capital Management LLC
2. Issuer Name and Ticker or Trading Symbol
Babcock & Wilcox Enterprises, Inc. [ BW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4705 S APOPKA VINELAND ROAD SUITE 206
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2018
(Street)
ORLANDO, FL32819
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/30/2018 A 18,480,000 ( 1 ) A $ 2 25,088,232 I Please see footnotes ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vintage Capital Management LLC
4705 S APOPKA VINELAND ROAD SUITE 206
ORLANDO, FL32819
X X
KAHN CAPITAL MANAGEMENT LLC
4705 S. APOPKA VINELAND ROAD, SUITE 206
ORLANDO, FL32819
X X
KAHN BRIAN RANDALL
4705 S. APOPKA VINELAND ROAD, SUITE 206
ORLANDO, FL32819
X X
Signatures
Vintage Capital Management, LLC, by: /s/ Brian R. Kahn, Manager 05/02/2018
Signature of Reporting Person Date
Kahn Capital Management, LLC, by: /s/ Brian R. Kahn, Manager 05/02/2018
Signature of Reporting Person Date
/s/ Brian R. Kahn 05/02/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 18,480,000 shares of the common stock, par value $0.01 per share ("Common Stock") of Babcock & Wilcox Enterprises, Inc. (the "Issuer") purchased by Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital") pursuant to its fully-exercised subscription privileges in a rights offering completed by the Issuer on April 30, 2018.
( 2 )In addition to Vintage Capital, this Form 4 is being filed jointly by Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital"), and Brian R. Kahn, a citizen of the United States of America, each of whom has the same business address as Vintage Capital.
( 3 )(Continued from footnote 3) Kahn Capital, as a member and the majority owner of Vintage Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Kahn Capital disclaims beneficial ownership of such shares for all other purposes, except to the extent of its pecuniary interest therein. Mr. Kahn, as the manager of each of Vintage Capital and Kahn Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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