BWX Technologies, Inc. — Director's Dealing 2011

Mar 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2011-03-09

Reporting Person: Nash Winfred D (President - NOG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-09	Common Stock	M	1738	$10.58	Acquired	29291	Direct
2011-03-09	Common Stock	S	1738	$35.20	Disposed	27553	Direct
2011-03-09	Common Stock	M	4378	$24.55	Acquired	31931	Direct
2011-03-09	Common Stock	S	4378	$35.20	Disposed	27553	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-09	Stock Options (right to buy)	$10.58	M	1738	Disposed	2016-03-05	Common Stock (1738)	Direct
2011-03-09	Stock Options (right to buy)	$24.55	M	4378	Disposed	2017-03-04	Common Stock (4378)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	470	Indirect

Footnotes

F1: Based on number of units held in the BWC Thrift Plan and the fair market value of BWC common stock as of March 10, 2011.

F2: 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.

F3: Stock options vest in three equal annual installments beginning March 4, 2011.