4//SEC Filing
Vintage Capital Management LLC 4
Accession 0001144204-19-035216
CIK 0001630805other
Filed
Jul 18, 8:00 PM ET
Accepted
Jul 19, 4:46 PM ET
Size
13.9 KB
Accession
0001144204-19-035216
Insider Transaction Report
Form 4
KAHN CAPITAL MANAGEMENT LLC
Director10% Owner
Transactions
- Exercise of In-Money
Nontransferable Subscription Rights (right to buy)
2019-07-17−25,080,000→ 0 total(indirect: Please see footnotes)Exercise: $0.30From: 2019-06-28Exp: 2019-07-18→ Common Stock (24,751,352 underlying) - Exercise of In-Money
Common Stock
2019-07-17$0.30/sh+24,751,352$7,425,406→ 49,839,584 total(indirect: Please see footnotes)
KAHN BRIAN RANDALL
Director10% Owner
Transactions
- Exercise of In-Money
Common Stock
2019-07-17$0.30/sh+24,751,352$7,425,406→ 49,839,584 total(indirect: Please see footnotes) - Exercise of In-Money
Nontransferable Subscription Rights (right to buy)
2019-07-17−25,080,000→ 0 total(indirect: Please see footnotes)Exercise: $0.30From: 2019-06-28Exp: 2019-07-18→ Common Stock (24,751,352 underlying)
Vintage Capital Management LLC
Director10% Owner
Transactions
- Exercise of In-Money
Common Stock
2019-07-17$0.30/sh+24,751,352$7,425,406→ 49,839,584 total(indirect: Please see footnotes) - Exercise of In-Money
Nontransferable Subscription Rights (right to buy)
2019-07-17−25,080,000→ 0 total(indirect: Please see footnotes)Exercise: $0.30From: 2019-06-28Exp: 2019-07-18→ Common Stock (24,751,352 underlying)
Footnotes (6)
- [F1]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.
- [F2](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.
- [F3]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.
- [F4](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.
- [F5]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.
- [F6]Represents Vintage Capital's exercise of subscription rights pursuant to the Offering.
Documents
Issuer
Babcock & Wilcox Enterprises, Inc.
CIK 0001630805
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001511498
Filing Metadata
- Form type
- 4
- Filed
- Jul 18, 8:00 PM ET
- Accepted
- Jul 19, 4:46 PM ET
- Size
- 13.9 KB