SEC FORM
4
SEC Form 4
| FORM 4 |
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
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
| 590 MADISON AVENUE, 32ND FLOOR |
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(Street)
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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)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
08/01/2019
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
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. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction 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 |
V |
Amount |
(A) or (D) |
Price |
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Common Stock, par value $0.01
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08/01/2019 |
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S |
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40,621 |
D |
$3.7417
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5,766,115 |
I |
By Steel Excel Inc.
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Common Stock, par value $0.01
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08/02/2019 |
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S |
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11,718 |
D |
$3.6785
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5,754,397 |
I |
By Steel Excel Inc.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction 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
(Month/Day/Year) |
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: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| 590 MADISON AVENUE, 32ND FLOOR |
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(Street)
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1. Name and Address of Reporting Person*
| C/O STEEL PARTNERS HOLDINGS L.P. |
| 590 MADISON AVENUE, 32ND FLOOR |
(Street)
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1. Name and Address of Reporting Person*
| C/O STEEL PARTNERS HOLDINGS L.P. |
| 590 MADISON AVENUE, 32ND FLOOR |
(Street)
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1. Name and Address of Reporting Person*
| 590 MADISON AVENUE |
| 32ND FLOOR |
(Street)
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1. Name and Address of Reporting Person*
| C/O STEEL PARTNERS HOLDINGS L.P. |
| 590 MADISON AVENUE, 32ND FLOOR |
(Street)
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| Explanation of Responses: |
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| Remarks: |
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By: Steel Partners Holdings L.P., By: Steel Partners Holdings GP Inc., General Partner, By: Douglas B. Woodworth, Senior Vice President and Chief Financial Officer, By: /s/ Maria Reda as attorney-in-fact for Douglas B. Woodworth |
08/05/2019 |
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By: SPH Group LLC, By: Steel Partners Holdings GP Inc., Managing Member, By: Douglas B. Woodworth, Senior Vice President and Chief Financial Officer, By: /s/ Maria Reda as attorney-in-fact for Douglas B. Woodworth |
08/05/2019 |
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By: SPH Group Holdings LLC, By: Steel Partners Holdings GP Inc., Manager, By: Douglas B. Woodworth, Senior Vice President and Chief Financial Officer, By: /s/ Maria Reda as attorney-in-fact for Douglas B. Woodworth |
08/05/2019 |
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By: Steel Partners Holdings GP Inc., By: Douglas B. Woodworth, Senior Vice President and Chief Financial Officer, By: /s/ Maria Reda as attorney-in-fact for Douglas B. Woodworth |
08/05/2019 |
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By: Steel Excel Inc., By: Douglas B. Woodworth, Treasurer, By: /s/ Maria Reda as attorney-in-fact for Douglas B. Woodworth |
08/05/2019 |
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** Signature of Reporting Person |
Date |
| 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. |
Exhibit
24
LIMITED
POWER OF ATTORNEY
Know all by these presents, that the undersigned
hereby constitutes and appoints Maria Reda, Esq. as the undersigned’s true and lawful attorney-in-fact to:
1. execute
for and on behalf of the undersigned, in the undersigned’s capacity as an officer of Steel Partners Holding L.P. (the “Company”),
Forms 4 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules thereunder;
2. do
and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any
such Form 4, complete and execute any amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission
(the “SEC”); and
3. take
any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information
and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants such attorney-in-fact
full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power
of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, is not assuming any of the undersigned’s
responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.
This Limited Power of Attorney shall remain
in full force and effect until August 12, 2019, unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.
[signature page follows]
IN WITNESS WHEREOF, the undersigned has executed this Limited Power
of Attorney as of this August 1, 2019.
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Signed and acknowledged: |
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/s/ Douglas B. Woodworth |
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Signature |
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Douglas B. Woodworth |
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Printed Name |
