BWX Technologies, Inc. — Director's Dealing 2011

Mar 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Taff Michael S (SVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-03	Common Stock	M	12845	—	Acquired	68741	Direct
2011-03-03	Common Stock	F	3737	$34.68	Disposed	65004	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-03	Restricted Stock Units	$0	M	12845	Disposed	2011-03-03	Common Stock (12845)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	950	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 4, 2011.

F2: Each restricted stock unit represents a contingent right to receive one share of BWC common stock.

F3: 100% of the RSUs vest on March 3, 2011.