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

Item 5.

Interest in Securities of the Issuer.

The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 44,045,568 Shares outstanding, which reflects 48,880,390 shares
of common stock outstanding as of July 31, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on August 9, 2017, less 4,834,822 shares repurchased by the Issuer as reported by the Issuer
in its Current Report on Form 8-K filed on August 15, 2017.

A.

Series One

(a)

As of the close of business on October 11, 2017, Series One beneficially owned directly 2,515,302 Shares, including 393,500 Shares underlying call options currently exercisable.

Percentage: Approximately
5.7%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,515,302 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,515,302

(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 2,515,302 Shares owned by Series One, including 393,500 Shares underlying call options currently exercisable.

Percentage: Approximately
5.7%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,515,302 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,515,302

(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 2,826,261, including 393,500 Shares underlying call options currently exercisable.

Percentage: Approximately
6.4%