13D Filing: VIEX Capital Advisors and Babcock & Wilcox Enterprises Inc (BW)

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

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is amended
and restated as follows:

The 1,382,418 Shares
purchased by Series One were purchased with working capital (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which
is incorporated by reference herein. The aggregate purchase price of the 1,382,418 Shares beneficially owned by Series One is approximately
$4,672,573, including brokerage commissions.

VIEX Capital has
purchased 650,387 Shares on behalf of a managed account with working capital in open market purchases. The aggregate purchase
price of such 650,387 Shares is approximately $2,582,036 excluding brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Item 5 is amended and restated as
follows:

The aggregate percentage
of Shares reported owned by each Reporting Person 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 Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on March 1, 2018.

A.

Series One

(a)

As of 10:00 AM on March 14, 2018, Series One beneficially owned directly 1,382,418 Shares.

Percentage: Approximately
3.1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,382,302 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,382,302

(c)

The transactions in the Shares by Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

B.

VIEX GP

(a)

VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 1,382,418 Shares owned by Series One.

Percentage: Approximately
3.1%