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

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
VIEX Opportunities Fund 2,515,302 2,515,302 5.7%
VIEX GP 2,515,302 2,515,302 5.7%
VIEX Capital Advisors 2,826,261 2,826,261 6.4%
Eric Singer 2,826,261 2,826,261 6.4%

Page 1 of 12 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )1

Babcock & Wilcox Enterprises, Inc.

(Name
of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

05614L100

(CUSIP Number)

ERIC SINGER

VIEX
Capital Advisors, LLC

825 Third Avenue, 33rd Floor

New York, New York 10022

212-752-5750

STEVE
WOLOSKY, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

October 2, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

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Page 2 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
VIEX Opportunities Fund, LP – Series One*
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,515,302+
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
2,515,302+
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,515,302+
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON
PN

_______________

* This Series One is part of a series of VIEX Opportunities Fund,
LP, a series limited partnership.

+ Includes 393,500 Shares underlying call options currently
exercisable.

2

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Page 3 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
VIEX GP, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,515,302+
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
2,515,302+
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,515,302+
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON
OO

_______________

+ Includes 393,500 Shares underlying call options currently
exercisable.

3

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Page 4 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
VIEX Capital Advisors, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,826,261+
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
2,826,261+
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,826,261+
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14 TYPE OF REPORTING PERSON
IA

_______________

+ Includes 393,500 Shares underlying call options currently
exercisable.

4

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Page 5 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
Eric Singer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,826,261+
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
2,826,261+
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,826,261+
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14 TYPE OF REPORTING PERSON
IN

_______________

+ Includes 393,500 Shares underlying call options currently
exercisable.

5

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Page 6 of 12 – SEC Filing

The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This statement relates
to the Common Stock, $.01 per share (the “Shares”), of Babcock & Wilcox Enterprises, Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 13024 Ballantyne Corporate Place, Suite
700 Charlotte, North Carolina.

Item 2. Identity and Background.
(a) This statement is filed by:
(i) VIEX Opportunities Fund, LP – Series One (“Series One”), a series of VIEX Opportunities
Fund, LP, a Delaware series limited partnership, with respect to the Shares directly and beneficially owned by it;
(ii) VIEX GP, LLC (“VIEX GP”), a Delaware limited liability company, as the general partner
of Series One;
(iii) VIEX Capital Advisors, LLC (“VIEX Capital”), a Delaware limited liability company,
as the investment manager of Series One and a managed account; and
(iv) Eric
Singer, as managing member of each of VIEX GP and VIEX Capital.

Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.

(b)       The
address of the principal office of each of the Reporting Persons is 825 Third Avenue, 33rd Floor, New York, New York
10022.

(c)       The
principal business of Series One is investing in securities. The principal business of VIEX GP is acting as the general partner
of Series One. The principal business of VIEX Capital is serving as the investment manager to Series One, certain other affiliated
funds and the managed account. The principal occupation of Mr. Singer is serving as the managing member of each of VIEX GP and
VIEX Capital.

(d)       No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e)       No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.

(f)       Each
of Series One, VIEX GP and VIEX Capital is organized under the laws of the State of Delaware. Mr. Singer is a citizen of the United
States of America.

6

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Page 7 of 12 – SEC Filing

Item 3. Source and Amount of Funds or Other Consideration.

The 2,121,802 Shares
purchased by Series One were purchased with working capital (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which
is incorporated by reference herein. The aggregate purchase price of the 2,121,802 Shares beneficially owned by Series One is
approximately $6,990,652, including brokerage commissions. The aggregate purchase price of the call options currently exercisable
onto 393,500 Shares beneficially owned by Series One, as further described in Item 6 below, is approximately $633,980, including
brokerage commissions.

VIEX Capital has
purchased 310,959 Shares on behalf of a managed account with working capital in open market purchases. The aggregate purchase
price of such 310,959 Shares is approximately $1,176,808, including brokerage commissions.

Item 4. Purpose of Transaction.

The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.

The Reporting Persons
believe that significant value exists in the Shares based on its strong global position in its industrial, power and renewable
businesses.  However, in order for value to be realized in light of recent execution issues in the Issuer’s renewable
segment and the decline in the Issuer’s share price, the Reporting Persons believe the Board must take immediate action to
monetize assets and make aggressive cost reductions, including corporate overhead, to enhance liquidity.   The
Reporting Persons expect the Board to act most expeditiously on these fronts. To the extent the Board does not present a credible
plan on cost reductions and asset divestitures on the Issuer’s Q3 earnings call in November 2017, the Reporting Persons may
seek to reconstitute the Board at the Issuer’s 2018 annual meeting of stockholders.

No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without
limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of
the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes
to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing
additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with
respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

7

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Page 8 of 12 – SEC Filing

Item 5. Interest in Securities of the Issuer.

The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 44,045,568 Shares outstanding, which reflects 48,880,390 shares
of common stock outstanding as of July 31, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on August 9, 2017, less 4,834,822 shares repurchased by the Issuer as reported by the Issuer
in its Current Report on Form 8-K filed on August 15, 2017.

A. Series One
(a) As of the close of business on October 11, 2017, Series One beneficially owned directly 2,515,302
Shares, including 393,500 Shares underlying call options currently exercisable.

Percentage: Approximately
5.7%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,515,302
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,515,302
(c) 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.
B. VIEX GP
(a) VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 2,515,302
Shares owned by Series One, including 393,500 Shares underlying call options currently exercisable.

Percentage: Approximately
5.7%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,515,302
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,515,302
(c) VIEX GP has not entered into any transactions in the Shares during the past 60 days. 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.
C. VIEX Capital
(a) VIEX Capital, as the investment manager of Series One and the managed account to which VIEX Capital
has sole voting and dispositive power over, may be deemed the beneficial owner of 2,826,261, including 393,500 Shares underlying
call options currently exercisable.

Percentage: Approximately
6.4%

8

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Page 9 of 12 – SEC Filing

(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.

9

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Page 10 of 12 – SEC Filing

Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.
99.1 Joint Filing Agreement by and among VIEX Opportunities Fund, LP – Series One, VIEX GP, LLC,
VIEX Capital Advisors, LLC and Eric Singer dated October 11, 2017.
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Page 11 of 12 – SEC Filing

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: October 11, 2017

VIEX Opportunities Fund, LP – Series One
By: VIEX GP, LLC
General Partner
By:

/s/ Eric Singer

Name: Eric Singer
Title: Managing Member
VIEX GP, LLC
By:

/s/ Eric Singer

Name: Eric Singer
Title: Managing Member
VIEX Capital Advisors, LLC
By:

/s/ Eric Singer

Name: Eric Singer
Title: Managing Member

/s/ Eric Singer

Eric Singer
11

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Page 12 of 12 – SEC Filing

SCHEDULE A

Transactions in the Shares During
the Past Sixty Days

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

VIEX
opportunities fund, LP – Series one

 

Purchase of Common Stock 789,705 3.323 9/15/2017
Purchase of Common Stock 100,000 3.105 9/15/2017
Purchase of  May 2018 Call Options ($2.50 strike price) 3,161 1.55 9/19/2017
Sale of Common Stock (18,868) 3.7066 9/20/2017
Purchase of Common Stock 9,800 3.5493 9/26/2017
Purchase of Common Stock 200,037 2.7568 9/27/2017
Purchase of Common Stock 150,000 2.9353 9/27/2017
Sale of Common Stock (1,600) 3.245 9/28/2017
Purchase of Common Stock 311,315 3.267 9/29/2017
Purchase of  May 2018 Call Options ($2.50 strike price) 252 1.45 9/29/2017
Purchase of Common Stock 301,441 3.4305 10/2/2017
Purchase of Common Stock 50,000 3.57 10/2/2017
Purchase of Common Stock 9,972 3.75 10/3/2017
Purchase of Common Stock 50,000 3.77 10/3/2017
Purchase of  May 2018 Call Options ($2.50 strike price) 500 2 10/3/2017
Purchase of  February 2018 Call Options ($2.50 strike price) 12 1.55 10/3/2017
Purchase of Common Stock 120,000 3.6737 10/4/2017
Purchase of Common Stock 50,000 3.68 10/4/2017
Purchase of  February 2018 Call Options ($2.50 strike price) 10 1.70 10/11/2017

 

 

 

VIEX
capital advisors, llc (on behalf of a managed account)

 

Purchase of Common Stock 30,000 3.69 10/9/2017
Purchase of Common Stock 132,000 3.70 10/9/2017
Purchase of Common Stock 148,959 3.8653 10/11/2017
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