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: Bethards Brandon C. (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-09	Common Stock	A	1354	—	Acquired	40524	Direct
2010-08-09	Common Stock	A	17912	—	Acquired	58436	Direct
2010-08-09	Common Stock	A	39607	—	Acquired	98043	Direct
2010-08-09	Common Stock	M	9758	—	Acquired	107801	Direct
2010-08-09	Common Stock	F	4117	$23.76	Disposed	103684	Direct
2010-08-09	Common Stock	M	9672	—	Acquired	113356	Direct
2010-08-09	Common Stock	F	4081	$23.76	Disposed	109275	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-02	Stock Options (right to buy)	$10.58	A	48328	Acquired	2016-03-05	Common Stock (48328)	Direct
2010-08-02	Stock Options (right to buy)	$24.55	A	75496	Acquired	2017-03-04	Common Stock (75496)	Direct
2010-08-09	Restricted Stock Units	$0	A	29567	Acquired	2012-03-05	Common Stock (29567)	Direct
2010-08-09	Restricted Stock Units	$0	A	14654	Acquired	2011-03-03	Common Stock (14654)	Direct
2010-08-09	Restricted Stock Units	$0	A	50915	Acquired	2013-03-04	Common Stock (50915)	Direct
2010-08-09	Restricted Stock Units	$0	A	25543	Acquired	2012-03-05	Common Stock (25543)	Direct
2010-08-09	Restricted Stock Units	$0	M	9758	Disposed	2012-03-05	Common Stock (9758)	Direct
2010-08-09	Restricted Stock Units	$0	M	9672	Disposed	2011-03-03	Common Stock (9672)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	270	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: Grant of restricted stock pursuant to Restructuring Transaction Retention Agreement with Reporting Person.

F4: 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.

F5: 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.

F6: The options will vest in two equal annual installments beginning March 5, 2011.

F7: Stock options vest in three equal annual installments beginning March 4, 2011.

F8: 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. RSUs represent the right to receive one share of BWC common stock for each unit that vests.

F9: 100% of the RSUs vest on March 5, 2012.

F10: 100% of the RSUs vest on March 3, 2011.

F11: 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.

F12: RSUs vest in three equal annual installments beginning March 4, 2011.

F13: RSUs vest in two equal annual installments beginning March 5, 2011.

F14: In accordance with the terms of the award, a portion of the RSUs were subject to accelerated vesting.