13D Filing: Steel Partners and Babcock & Wilcox Enterprises Inc (BW)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

Babcock & Wilcox Enterprises, Inc.

(Name
of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

05614L 10 0

(CUSIP Number)

Warren G. Lichtenstein

Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

(212) 520-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

March 2, 2018

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.

Item 3 is hereby amended
and restated to read as follows:

The aggregate purchase
price of the 5,821,962 Shares owned directly by Steel Excel is approximately $32,530,626, including brokerage commissions. Such
Shares were acquired with funds of Steel Excel and an affiliated entity that initially purchased a portion of the Shares prior
to being transferred to Steel Excel.

The aggregate purchase
price of the 75,000 Shares owned directly by SPL is approximately $310,175, including brokerage commissions. The Shares owned directly
by SPL were acquired with the working capital of SPL.

The Reporting Persons
effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin
credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations,
stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts
are pledged as collateral security for the repayment of debit balances in the accounts.

Item 4 is hereby amended
to add the following:

On March 2, 2018,
the Reporting Persons requested that the Board of the Issuer adopt a resolution exempting the Reporting Persons from the limitations
of Section 203 of the Delaware General Corporation Law. The Reporting Persons have been advised that the Board of the Issuer has
granted such exemption up to an aggregate beneficial ownership by the Reporting Persons of 30% of the outstanding Shares. In addition,
the Reporting Persons are exploring potential options with respect to the Issuer, including (a) negotiating a confidentiality agreement
with the Issuer with respect to Steel Holdings’ prior proposal to acquire all of the Shares not owned by Steel Holdings or
its subsidiaries and (b) participating in the Issuer’s proposed rights offering (including any backstop thereof).

Item 5(a) is hereby
amended and restated to read as follows:

(a)       The
aggregate percentage of Shares reported owned by each person named herein is based upon 44,084,680 Shares outstanding, which is
the total number of Shares outstanding as of January 31, 2018 as reported in the Issuer’s Form 10-K filed with the Securities
and Exchange Commission on March 1, 2018.

As of the close of
business on March 2, 2018, Steel Excel owned directly 5,821,962 Shares, constituting approximately 13.2% of the Shares outstanding.
By virtue of their relationships with Steel Excel discussed in further detail in Item 2, each of Steel Holdings, SPHG, SPHG Holdings
and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by Steel Excel.

As of the close of
business on March 2, 2018, SPL owned directly 75,000 Shares, constituting less than 1% of the Shares outstanding. By virtue of
his relationship with SPL discussed in further detail in Item 2, Warren G. Lichtenstein may be deemed to beneficially own the Shares
owned directly by SPL.

The filing of this
Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.

Item 5(c) is hereby
amended to add the following:

(c)       The
transactions in the Shares by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule
B and are incorporated herein by reference.

SIGNATURES

After reasonable
inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.

SCHEDULE B

Transactions in the Shares Since
the Filing of Amendment No. 1 to the Schedule 13D

Steel
Excel inc.