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

Page 7 of 10

Page 7 of 10 – SEC Filing

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,382,418
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,382,418
(c) VIEX GP has not entered into any transactions in the Shares during the past 60 days. 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.
C. VIEX Capital
(a)

VIEX Capital,
as the investment manager of Series One and the managed account to which VIEX Capital has sole voting and dispositive power over,
may be deemed the beneficial owner of 2,032,805 Shares.

Percentage: Approximately
4.6%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,032,805
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,032,805
(c) The transactions in the Shares by VIEX Capital on behalf of the managed account during the past
60 days are set forth in Schedule A and are incorporated herein by reference. 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.
D. Eric Singer
(a)

Mr. Singer,
as the managing member of VIEX Capital, may be deemed
the beneficial owner of the 2,032,805 Shares deemed to be beneficially owned by VIEX Capital
.

Percentage: Approximately
4.6%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,032,805
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,032,805
(c) Mr. Singer has not entered into any transactions in the Shares during the past 60 days. The transactions
in the Shares by Series One and VIEX Capital on behalf of the managed account during the past 60 days are set forth in Schedule
A and are incorporated herein by reference.
7

Follow Babcock & Wilcox Enterprises Inc. (NYSE:BW)

Page 7 of 10