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

Published on March 16, 2018 at 11:06 am by Insider Monkey Staff in Hedge Funds

Babcock & Wilcox Enterprises Inc (NYSE:BW): Eric Singer’s VIEX Capital Advisors filed an amended 13D.

You can check out VIEX Capital Advisors’ latest holdings and filings here.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
VIEX Opportunities Fund 1,382,418 1,382,418 3.1%
VIEX GP 1,382,418 1,382,418 3.1%
VIEX Capital Advisors 2,032,805 2,032,805 4.6%
Eric Singer 2,032,805 2,032,805 4.6%

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Page 1 of 10 – SEC Filing

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 $.01 per share

(Title of Class of Securities)

05614L100

(CUSIP Number)

ERIC SINGER

VIEX
Capital Advisors, LLC

825 Third Avenue, 33rd Floor

New York, New York 10022

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

March 12, 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).

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Page 2 of 10 – SEC Filing

1 NAME OF REPORTING PERSON
VIEX Opportunities Fund, LP- Series One*
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,382,418
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
1,382,418
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,382,418
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
14 TYPE OF REPORTING PERSON
PN

__

* This Series One is part of a series of VIEX Opportunities Fund,
LP, a series limited partnership.

2

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Page 3 of 10 – SEC Filing

1 NAME OF REPORTING PERSON
VIEX GP, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,382,418
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
1,382,418
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,382,418
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
14 TYPE OF REPORTING PERSON
OO
3

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Page 4 of 10 – SEC Filing

1 NAME OF REPORTING PERSON
VIEX Capital Advisors, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,032,805
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
2,032,805
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,032,805
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14 TYPE OF REPORTING PERSON
IA
4

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Page 5 of 10 – SEC Filing

1 NAME OF REPORTING PERSON
Eric Singer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,032,805
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
2,032,805
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,032,805
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14 TYPE OF REPORTING PERSON
IN
5

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Page 6 of 10 – SEC Filing

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%

6

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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

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Page 8 of 10 – SEC Filing

The filing of this
Schedule 13D shall not be construed as 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 of the Shares reported herein. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) As of March 14, 2018, the Reporting Persons ceased to be beneficial owners of more than 5% of
the Shares of the Issuer.
8

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Page 9 of 10 – SEC Filing

SIGNATURES

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

Dated: March 14, 2018

VIEX Opportunities Fund, LP – Series One
By: VIEX GP, LLC
General Partner
By:

/s/ Eric Singer
Name: Eric Singer
Title: Managing Member
VIEX GP, LLC
By:

/s/ Eric Singer
Name: Eric Singer
Title: Managing Member
VIEX Capital Advisors, LLC
By:

/s/ Eric Singer
Name: Eric Singer
Title: Managing Member

/s/ Eric Singer
Eric Singer
9

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Page 10 of 10 – SEC Filing

SCHEDULE A

Transactions in the Shares During
the Past Sixty Days

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

VIEX
opportunities fund, LP – Series one

 

Exercise of May 2018 Call Options ($2.50 strike price) 157,000 2.5000 03/09/2018
Sale of Common Stock (50,000) 6.2625 03/09/2018
Sale of Common Stock (241,747) 6.4013 03/12/2018
Sale of Common Stock (387,037) 6.3107 03/13/2018
Sale of Common Stock (217,600) 4.9000 03/14/2018

 

VIEX
capital advisors, llc
(on behalf of a managed account)

 

Sale of Common Stock (113,763) 6.4013 03/12/2018
Sale of Common Stock (182,135) 6.3100 03/13/2018
Sale of Common Stock (102,400) 4.9000 03/14/2018

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