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

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,826,261 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,826,261

(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 2,826,261 Shares deemed to be beneficially owned by VIEX Capital, including the 393,500 shares underlying call options currently exercisable.

Percentage: Approximately
6.4%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,826,261 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,826,261

(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.

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)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Series One purchased
in the over-the-counter market, American-style call options referencing (i) 391,300 Shares, which have an exercise price of $2.500
per share and expire on May 18, 2018, and (ii) 2,200 Shares, which have an exercise price of $2.500 per share and expire on February
16, 2018. Schedule A is incorporated herein by reference.

On October 11, 2017,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.