BWX Technologies, Inc. — Director's Dealing 2011

Aug 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2011-08-12

Reporting Person: Canafax James D (SVP, Gen. Counsel & Corp. Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-12	Common Stock	M	1458	—	Acquired	10731	Direct
2011-08-12	Common Stock	F	473	$22.25	Disposed	10258	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-12	Restricted Stock Units	$0	M	1458	Disposed	2013-08-12	Common Stock (1458)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1987	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 August 15, 2011.

F2: RSUs vest in three equal annual installments beginning August 12, 2011.