Filing Details

CUSIP NO.  05614L100

Page 2 of 8 Pages

1.

Names of Reporting Persons

2.

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  

[   ]

b.  

[X]

3.

SEC Use Only

4.

Citizenship or Place of Organization

 

5.

Sole Voting Power

Number of

Shares

 

0

Beneficially

Owned By

Each

6.

Shared Voting Power

0

Reporting

Person

With

7.

Sole Dispositive Power

0

 

8.

Shared Dispositive Power

 

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented By Amount in Row (9)

12.

Type of Reporting Person (See Instructions)

CUSIP NO.  05614L100

Page 3 of 8 Pages

1.

Names of Reporting Persons

2.

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  

[   ]

b.  

[X]

3.

SEC Use Only

4.

Citizenship or Place of Organization

 

5.

Sole Voting Power

Number of

Shares

 

0

Beneficially

Owned By

Each

6.

Shared Voting Power

0

Reporting

Person

With

7.

Sole Dispositive Power

0

 

8.

Shared Dispositive Power

 

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented By Amount in Row (9)

12.

Type of Reporting Person (See Instructions)

CUSIP NO.  05614L100

Page 4 of 8 Pages

1.

Names of Reporting Persons

2.

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  

[   ]

b.  

[X]

3.

SEC Use Only

4.

Citizenship or Place of Organization

 

5.

Sole Voting Power

Number of

Shares

 

0

Beneficially

Owned By

Each

6.

Shared Voting Power

0

Reporting

Person

With

7.

Sole Dispositive Power

0

 

8.

Shared Dispositive Power

 

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented By Amount in Row (9)

12.

Type of Reporting Person (See Instructions)

CUSIP NO.  05614L100

Page 5 of 8 Pages

Item 1(a).

Name of Issuer:

 

 

 

Babcock & Wilcox Enterprises, Inc. (the "Issuer").

 

 

Item 1(b).

Address of the Issuer's Principal Executive Offices:

 

 

 

The Harris Building

 

13024 Ballantyne Corporate Place, Suite 700

 

Charlotte, North Carolina 28277

 

 

Item 2(a).

Name of Person Filing:

 

 

 

i)           Blue Harbour Group, LP (“Manager”);

 

ii)          Blue Harbour Holdings, LLC (“Manager GP”); and

 

iii)         Clifton S. Robbins (“Mr. Robbins”)

 

 

 

Manager, Manager GP and Mr. Robbins are herein sometimes referred to each as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

 

 

The address of the principal business office of each of Manager and Manager GP is 646 Steamboat Road, Greenwich, Connecticut 06830.  Mr. Robbins’ business address is c/o Manager at the foregoing address.  Mr. Robbins is the Chief Executive Officer of Manager.

Item 2(c).

Citizenship:

i)  

Manager is a Delaware limited partnership;

ii)  

Manager GP is a Delaware limited liability company; and

iii)  

Mr. Robbins is a United States citizen.

Item 2(d).

Title of Class of Securities:

 

 

Common Stock, par value $0.01 per share (the “Common Stock”).

 

Item 2(e).

CUSIP Number:

 

 

 

05614L100

CUSIP NO.  05614L100

Page 6 of 8 Pages

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

(e)           Manager is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.

 

 

(g)          Manager GP is a parent holding company and Mr. Robbins is a control person of Manager.

 

 

Item 4.

Ownership:

 

 

Item 4(a).

Amount Beneficially Owned:

 

 

 

See response to Item 9 on each cover page.  As of December 31, 2016, the Reporting Persons beneficially owned 0 shares of Common Stock.

 

 

Item 4(b).

Percent of Class:

 

 

 

See response to Item 11 on each cover page.  As of December 31, 2016, each of the Reporting Persons may be deemed to be the beneficial owner of 0% of the total number of shares of Common Stock outstanding.  

 

 

Item 4(c).

Number of shares as to which such person has:

 

 

(i)

Sole power to vote or direct the vote

0

 

(ii)

Shared power to vote or to direct the vote

0

 

(iii)

Sole power to dispose or to direct the disposition of

0

 

(iv)

Shared power to dispose or to direct the disposition of

0

 

 

(i)

Sole power to vote or direct the vote

0

 

(ii)

Shared power to vote or to direct the vote

0

 

(iii)

Sole power to dispose or to direct the disposition of

0

 

(iv)

Shared power to dispose or to direct the disposition of

0

 

 

(i)

Sole power to vote or direct the vote

0

 

(ii)

Shared power to vote or to direct the vote

0

 

(iii)

Sole power to dispose or to direct the disposition of

0

 

(iv)

Shared power to dispose or to direct the disposition of

0

CUSIP NO.  05614L100

Page 7 of 8 Pages

Item 5.

Ownership of Five Percent or Less of a Class:

 

 

 

If this statement is being filed to report the fact that as of the date hereof any of the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X].

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

 

 

This Item 6 is not applicable.

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

 

 

 

This Item 7 is not applicable.

 

 

Item 8.

Identification and Classification of Members of the Group:

 

 

 

This Item 8 is not applicable.

 

 

Item 9.

Notice of Dissolution of Group:

 

 

 

This Item 9 is not applicable.

 

 

Item 10.

Certification:

 

By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP NO.  05614L100

Page 8 of 8 Pages

Date:  January 10, 2017

BLUE HARBOUR GROUP, LP

 

 

 

By: Blue Harbour Holdings, LLC, its general partner

 

 

 

By: /s/ Clifton S. Robbins

 

Clifton S. Robbins

 

Managing Member

Date:  January 10, 2017

BLUE HARBOUR HOLDINGS, LLC

 

 

 

By: /s/ Clifton S. Robbins

 

Clifton S. Robbins

 

Managing Member

 

 

 Date:  January 10, 2017

 

Clifton S. Robbins