SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ferland E James Jr

(Last)

(First)

(Middle)

13024 BALLANTYNE CORPORATE PLACE

SUITE 700

(Street)

CHARLOTTE

28277

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Babcock & Wilcox Enterprises, Inc. [ BW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/03/2017		M		17,811	A	$0	229,015	D
Common Stock	03/03/2017		F		8,975	D	$10.49	220,040	D
Common Stock								505⁽¹⁾	I	401k Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0	03/03/2017		A⁽²⁾		133,473		⁽³⁾	03/03/2020	Common Stock	133,473	$0	133,473	D
Restricted Stock Units	$0	03/03/2017		M⁽⁴⁾			17,567	⁽⁵⁾	03/03/2017	Common Stock	17,567	$0	16,126⁽⁴⁾	D
Restricted Stock Units	$0	03/03/2017		M⁽⁶⁾			244	⁽⁷⁾	03/03/2017	Common Stock	244	$0	16,488⁽⁶⁾⁽⁸⁾	D

Explanation of Responses:

1. Based on number of units held in the BW Thrift Plan and the fair market value of BW common stock as of March 1, 2017.

2. Grant of restricted stock units pursuant to the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of BW common stock.

3. RSUs vest in three equal annual installments beginning March 3, 2018.

4. The reporting person elected to defer receipt of 50% of the shares underlying the RSUs. On March 3, 2017, 33,693 RSUs vested and 8,731 of those shares were withheld to fulfill tax obligations. In accordance with his deferral election, the deferred portion of the vested shares will be delivered to the reporting person in four annual installments beginning two years following termination of employment.

5. 100% of the RSUs vest on March 3, 2017.

6. The reporting person elected to defer receipt of all shares underlying the RSUs. On March 3, 2017, 5,700 RSUs vested and 244 of those shares were withheld to fulfill tax obligations. In accordance with his deferral election, vested shares will be delivered to the reporting person in four installments beginning two years following termination of employment.

7. RSUs vest in two annual installments beginning March 3, 2016.

8. The Form 4 filed on July 6, 2015 incorrectly reported the grant amount of this RSU award as 16,917. The correct amount was 16,918. Therefore, in Column 9 on the Form 4 filed on March 4, 2016 reporting the lapse of 5,700 RSUs and the withholding of 186 shares to fulfill tax obligations, the number of RSUs beneficially owned following the reported transaction should have been 16,732.

Remarks:

	E. James Ferland by Angela P. Winter, attorney-in-fact	03/07/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.