0001144204-19-035216.txt : 20190719 0001144204-19-035216.hdr.sgml : 20190719 20190719164605 ACCESSION NUMBER: 0001144204-19-035216 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190717 FILED AS OF DATE: 20190719 DATE AS OF CHANGE: 20190719 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vintage Capital Management LLC CENTRAL INDEX KEY: 0001511498 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36876 FILM NUMBER: 19963953 BUSINESS ADDRESS: STREET 1: 4705 S APOPKA VINELAND ROAD SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: 407-909-8015 MAIL ADDRESS: STREET 1: 4705 S APOPKA VINELAND ROAD SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAHN CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001099408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36876 FILM NUMBER: 19963954 BUSINESS ADDRESS: STREET 1: 4705 S. APOPKA VINELAND ROAD STREET 2: SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: (407) 876-0279 MAIL ADDRESS: STREET 1: 4705 S. APOPKA VINELAND ROAD STREET 2: SUITE 210 CITY: ORLANDO STATE: FL ZIP: 32819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAHN BRIAN RANDALL CENTRAL INDEX KEY: 0001455976 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36876 FILM NUMBER: 19963955 MAIL ADDRESS: STREET 1: 5506 WORSHAM COURT CITY: WINDERMERE STATE: FL ZIP: 34786 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Babcock & Wilcox Enterprises, Inc. CENTRAL INDEX KEY: 0001630805 STANDARD INDUSTRIAL CLASSIFICATION: HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES [3433] IRS NUMBER: 472783641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 20 S. VAN BUREN AVENUE CITY: BARBERTON STATE: OH ZIP: 44203 BUSINESS PHONE: 3307534511 MAIL ADDRESS: STREET 1: 20 S. VAN BUREN AVENUE CITY: BARBERTON STATE: OH ZIP: 44203 4 1 tv525499_4.xml OWNERSHIP DOCUMENT X0306 4 2019-07-17 0 0001630805 Babcock & Wilcox Enterprises, Inc. BW 0001511498 Vintage Capital Management LLC 4705 S APOPKA VINELAND ROAD SUITE 206 ORLANDO FL 32819 1 0 1 0 0001099408 KAHN CAPITAL MANAGEMENT LLC 4705 S. APOPKA VINELAND ROAD SUITE 206 ORLANDO FL 32819 1 0 1 0 0001455976 KAHN BRIAN RANDALL 4705 S APOPKA VINELAND ROAD SUITE 206 ORLANDO FL 32819 1 0 1 0 Common Stock 2019-07-17 4 X 0 24751352 0.30 A 49839584 I Please see footnotes Nontransferable Subscription Rights (right to buy) 0.30 2019-07-17 4 X 0 25080000 0 D 2019-06-28 2019-07-18 Common Stock 24751352 0 I Please see footnotes Represents shares of the Issuer's common stock, par value $0.01 per share ("Common Stock") acquired by Vintage Capital Management, LLC ("Vintage Capital") following the exercise of its subscription rights in connection with the Issuer's subscription rights offering (the "Offering") to holders of the Common Stock, described in the Issuer's prospectus dated June 28, 2019 and filed with the United States Securities and Exchange Commission on June 28, 2019. Each holder of Common Stock of record as of June 27, 2019 received one right for each share of Common Stock, and each right entitled the holder of Common Stock to purchase 0.986896 shares of Common Stock at the subscription price of $0.30 per whole share. Rights could only be exercised in whole numbers of Common Stock and no fractional shares of Common Stock were issued in the Offering. (Continued from footnote 1) Any fractional shares of Common Stock created by the exercise of the rights were rounded to the nearest whole share, with such adjustments as may be necessary to ensure that Issuer offered 166,666,667 shares of Common Stock. There was no oversubscription privilege offered in connection with the Offering. In addition to Vintage Capital, the record holder of the shares of Common Stock, this Form 4 is being filed jointly by Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital"), and Brian R. Kahn, a citizen of the United States of America, each of whom has the same business address as Vintage Capital. (Continued from footnote 3) Kahn Capital, as a member and the majority owner of Vintage Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Kahn Capital disclaims beneficial ownership of such shares for all other purposes, except to the extent of its pecuniary interest therein. Mr. Kahn, as the manager of each of Vintage Capital and Kahn Capital, has the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein. The filing of this statement on Form 4 shall not be deemed an admission that any of Vintage Capital, Kahn Capital or Mr. Kahn are, for the purposes of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of any securities specified in this statement other than those directly beneficially owned by them. Represents Vintage Capital's exercise of subscription rights pursuant to the Offering. Vintage Capital Management, LLC, by: /s/ Brian R. Kahn, Manager 2019-07-19 Kahn Capital Management, LLC, by: /s/ Brian R. Kahn, Manager 2019-07-19 /s/ Brian R. Kahn 2019-07-19