Sec Form 4 Filing - Ferland E James Jr @ Babcock & Wilcox Enterprises, Inc. - 2017-03-03

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 Ferland E James Jr 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 13024 BALLANTYNE CORPORATE PLACE, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2017 (Street) CHARLOTTE, NC28277 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/03/2017 M 17,811 A $ 0 229,015 D Common Stock 03/03/2017 F 8,975 D $ 10.49 220,040 D Common Stock 505 ( 1 ) I 401k Plan

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 Restricted Stock Units $ 0 03/03/2017 A( 2 ) 133,473 ( 3 ) 03/03/2020 Common Stock 133,473 $ 0 133,473 D Restricted Stock Units $ 0 03/03/2017 M( 4 ) 17,567 ( 5 ) 03/03/2017 Common Stock 17,567 $ 0 16,126 ( 4 ) D Restricted Stock Units $ 0 03/03/2017 M( 6 ) 244 ( 7 ) 03/03/2017 Common Stock 244 $ 0 16,488 ( 6 ) ( 8 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ferland E James Jr 13024 BALLANTYNE CORPORATE PLACE SUITE 700 CHARLOTTE, NC28277 X Chairman and CEO Signatures E. James Ferland by Angela P. Winter, attorney-in-fact 03/07/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )RSUs vest in three equal annual installments beginning March 3, 2018. ( 4 )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. ( 5 )100% of the RSUs vest on March 3, 2017. ( 6 )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. ( 7 )RSUs vest in two annual installments beginning March 3, 2016. ( 8 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** 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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