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