13D Filing: Vintage Capital Management LLC and Babcock & Wilcox Enterprises Inc (BW)

Explanatory Note

This Amendment No. 2 (this “Amendment”)
amends and supplements the Schedule 13D filed on December 12, 2017, as amended on January 4, 2018 (as amended, the “Schedule
13D”), by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains
in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized
terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the
Schedule 13D and this Amendment to the “Statement” will be deemed to refer to the Schedule 13D as amended and supplemented
by this Amendment.

Item 4.

Purpose of Transaction.

Item 4 is amended to add the following:

By letter dated January 31, 2018 (the “Consent
Letter”), the Reporting Persons consented to a waiver of the Agreement to provide for an increase in the size of the Board
to no more than 11 directors until June 30, 2018.

The foregoing description of the Consent
Letter is qualified in its entirety by reference to the Consent Letter, a copy of which is attached to this Statement as Exhibit
3 and incorporated by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and restated in
its entirety as follows:

Other than as described in this Statement,
to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons or between the Reporting Persons and any other persons with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following:

Exhibit Number	Description
3	Consent Letter, dated January 31, 2018, to Babcock & Wilcox Enterprises, Inc. from Vintage Capital Management, LLC, Kahn Capital Management, LLC and Brian R. Kahn.