Sec Form 4 Filing - FERRAIOLI BRIAN K @ Babcock & Wilcox Enterprises, Inc. - 2018-01-02

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person FERRAIOLI BRIAN K 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 13024 BALLANTYNE CORPORATE PLACE, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2018 (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 01/02/2018 M 1,884 ( 1 ) A $ 0 ( 1 ) 3,679 D

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 ( 2 ) 01/02/2018 M 1,853 ( 2 ) ( 2 ) Common Stock 1,853 ( 2 ) 0 D Dividend Equivalent Rights ( 3 ) 01/02/2018 M 31 ( 3 ) ( 3 ) Common Stock 31 ( 3 ) 47 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FERRAIOLI BRIAN K 13024 BALLANTYNE CORPORATE PLACE SUITE 700 CHARLOTTE, NC28277 X Signatures Brian K. Ferraioli, by Angela P. Winter, attorney-in-fact 01/04/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person is reporting the acquisition of shares in accordance with his deferral election for the delivery of shares underlying certain restricted stock units and the proportionate number of dividend equivalent rights relating to those RSUs. ( 2 )RSU's vested immediately at the time of grant. 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. The reporting person is reporting the disposition of the RSU's. ( 3 )The dividend equivalent rights accrued on restricted stock unit grants of which the reporting person 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. The reporting person is reporting the disposition of 31 DERs.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.