BWX Technologies, Inc. — Director's Dealing 2010

Aug 11, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2010-08-09

Reporting Person: Canafax James D (SVP, General Counsel and Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-09	Common Stock	A	844	—	Acquired	5005	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-02	Stock Option (right to buy)	$10.58	A	4681	Acquired	2016-03-05	Common Stock (4681)	Direct
2010-08-02	Stock Option (right to buy)	$24.55	A	2307	Acquired	2017-03-04	Common Stock (2307)	Direct
2010-08-09	Restricted Stock Units	$0	A	3038	Acquired	2011-03-03	Common Stock (3038)	Direct
2010-08-09	Restricted Stock Units	$0	A	5130	Acquired	2012-03-05	Common Stock (5130)	Direct
2010-08-09	Restricted Stock Units	$0	A	3630	Acquired	2013-03-04	Common Stock (3630)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1687	Indirect

Footnotes

F1: Grant of restricted stock received in connection with the pro-rata distribution of BWC common stock from McDermott International, Inc. ("MII") (the "Spin-off") and converted from MII restricted stock held by the Reporting Person as of the Spin-off.

F2: Includes shares of BWC common stock acquired in the spin-off.

F3: Based on number of units held in the BWC Thrift Plan and the fair market value of BWC common stock as of August 9, 2010.

F4: Grant of stock options received in connection with the Spin-off and converted from MII stock options held by the Reporting Person as of the Spin-off.

F5: 1/3 of the stock options vested on March 5, 2010 and the remainder will vest in two equal annual installments beginning March 5, 2011.

F6: Stock options vest in three equal annual installments beginning March 4, 2011.

F7: Grant of restricted stock units received in connection with the Spin-off and converted from MII performance shares held by the Reporting Person as of the Spin-off. RSU represent the right to receive one share of BWC common stock for each unit that vests.

F8: 100% of the RSUs vest on March 2, 2011.

F9: Grant of restricted stock units received in connection with the Spin-off and converted from MII restricted stock units held by the Reporting Person as of the Spin-off. RSUs represent the right to receive one share of BWC common stock for each unit that vests.

F10: RSUs vest in two equal annual installments beginning March 5, 2011.

F11: RSUs vest in three equal annual installments beginning March 4, 2011.