BWX Technologies, Inc. — Director's Dealing 2011

Aug 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2011-07-30

Reporting Person: Taff Michael S (SVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-30	Common Stock	F	9317	$24.98	Disposed	66019	Direct
2011-07-30	Common Stock	M	8229	—	Acquired	74248	Direct
2011-07-30	Common Stock	F	3100	$24.98	Disposed	71148	Direct
2011-07-30	Common Stock	M	17245	—	Acquired	88393	Direct
2011-07-30	Common Stock	F	6215	$24.98	Disposed	82178	Direct
2011-07-30	Common Stock	M	9932	—	Acquired	92110	Direct
2011-07-30	Common Stock	F	3552	$24.98	Disposed	88558	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-30	Common Stock	$0	M	8229	Disposed	2013-03-04	Common Stock (8229)	Direct
2011-07-30	Common Stock	$0	M	17245	Disposed	2012-03-05	Common Stock (17245)	Direct
2011-07-30	Common Stock	$0	M	9932	Disposed	2012-03-05	Common Stock (9932)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	989	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 April 1, 2011.

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

F3: Vesting accelerated pursuant to the Restructuring Transaction Retention Agreement.