BWX Technologies, Inc. — Director's Dealing 2011

Mar 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2011-03-04

Reporting Person: Killion Richard L (President - PGG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-04	Common Stock	M	3248	—	Acquired	27547	Direct
2011-03-04	Common Stock	F	1037	$34.55	Disposed	26510	Direct
2011-03-05	Common Stock	M	6273	—	Acquired	32783	Direct
2011-03-05	Common Stock	F	2004	$34.55	Disposed	30779	Direct
2011-03-05	Common Stock	M	4815	—	Acquired	35594	Direct
2011-03-05	Common Stock	F	1538	$34.55	Disposed	34056	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-04	Restricted Stock Units	$0	M	3248	Disposed	2013-03-04	Common Stock (3248)	Direct
2011-03-04	Restricted Stock Units	$0	A	3960	Acquired	2014-03-04	Common Stock (3960)	Direct
2011-03-04	Stock Options (right to buy)	$34.55	A	12513	Acquired	2018-03-04	Common Stock (12513)	Direct
2011-03-05	Restricted Stock Units	$0	M	6273	Disposed	2012-03-05	Common Stock (6273)	Direct
2011-03-05	Restricted Stock Units	$0	M	4815	Disposed	2012-03-05	Common Stock (4815)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1914	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: RSUs vest in three equal annual installments beginning March 4, 2011.

F4: Grant of restricted stock units pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company. Each restricted stock unit represents a contingent right to receive one share of BWC common stock.

F5: RSUs vest in three equal annual installments beginning March 4, 2012.

F6: Grant of stock options pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company.

F7: Stock options vest in three equal annual installments beginning March 4, 2012.

F8: RSUs vest in two equal annual installments beginning March 5, 2011.

F9: In accordance with the terms of the award, a portion of the RSUs were subject to accelerated vesting.

F10: 100% of the RSUs vest on March 5,2012.