13D Filing: Viex Capital Advisors, LLC and Babcock & Wilcox Enterprises Inc (BW)

The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.

Security and Issuer.

This statement relates
to the Common Stock, $.01 per share (the “Shares”), of Babcock & Wilcox Enterprises, Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 13024 Ballantyne Corporate Place, Suite
700 Charlotte, North Carolina.

Item 2.

Identity and Background.

(a)

This statement is filed by:

(i)

VIEX Opportunities Fund, LP – Series One (“Series One”), a series of VIEX Opportunities Fund, LP, a Delaware series limited partnership, with respect to the Shares directly and beneficially owned by it;

(ii)

VIEX GP, LLC (“VIEX GP”), a Delaware limited liability company, as the general partner of Series One;

(iii)

VIEX Capital Advisors, LLC (“VIEX Capital”), a Delaware limited liability company, as the investment manager of Series One and a managed account; and

(iv)

Eric Singer, as managing member of each of VIEX GP and VIEX Capital.

Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.

(b)       The
address of the principal office of each of the Reporting Persons is 825 Third Avenue, 33^rd Floor, New York, New York
10022.

(c)       The
principal business of Series One is investing in securities. The principal business of VIEX GP is acting as the general partner
of Series One. The principal business of VIEX Capital is serving as the investment manager to Series One, certain other affiliated
funds and the managed account. The principal occupation of Mr. Singer is serving as the managing member of each of VIEX GP and
VIEX Capital.

(d)       No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e)       No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.

(f)       Each
of Series One, VIEX GP and VIEX Capital is organized under the laws of the State of Delaware. Mr. Singer is a citizen of the United
States of America.