BWX Technologies, Inc. — Director's Dealing 2011

Oct 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2011-10-01

Reporting Person: FEES JOHN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-01	Common Stock	M	70660	—	Acquired	165409	Direct
2011-10-01	Common Stock	F	28793	$19.55	Disposed	136616	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-01	Restricted Stock Units	$0	M	70660	Disposed	2011-10-01	Common Stock (70660)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8899	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 September 28, 2011.

F2: 100% of RSUs vested on August 9, 2010 pursuant to the Restructuring Transaction Retention Agreement with Reporting Person; however, RSUs did not settle in BWC common stock until October 1, 2011.