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: Bethards Brandon C. (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-04	Common Stock	M	25166	$24.55	Acquired	130458	Direct
2011-03-04	Common Stock	S	25166	—	Disposed	105292	Direct
2011-03-04	Common Stock	M	16971	—	Acquired	122263	Direct
2011-03-04	Common Stock	F	5507	$34.55	Disposed	116756	Direct
2011-03-05	Common Stock	M	17029	—	Acquired	133785	Direct
2011-03-05	Common Stock	F	7228	$34.55	Disposed	126557	Direct
2011-03-05	Common Stock	M	13074	—	Acquired	139631	Direct
2011-03-05	Common Stock	F	5549	$34.55	Disposed	134082	Direct
2011-03-07	Common Stock	M	24164	$10.58	Acquired	158246	Direct
2011-03-07	Common Stock	S	24164	—	Disposed	134082	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-04	Stock Options (right to buy)	$24.55	M	25166	Disposed	2017-03-04	Common Stock (25166)	Direct
2011-03-04	Restricted Stock Units	$0	M	16971	Disposed	2013-03-04	Common Stock (16971)	Direct
2011-03-04	Restricted Stock Units	$0	A	26241	Acquired	2014-03-04	Common Stock (26241)	Direct
2011-03-04	Stock Options (right to buy)	$34.55	A	82911	Acquired	2018-03-04	Common Stock (82911)	Direct
2011-03-05	Restricted Stock Units	$0	M	17029	Disposed	2012-03-05	Common Stock (17029)	Direct
2011-03-05	Restricted Stock Units	$0	M	13074	Disposed	2012-03-05	Common Stock (13074)	Direct
2011-03-07	Stock Options (right to buy)	$10.58	M	24164	Disposed	2016-03-05	Common Stock (24164)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	374	Indirect

Footnotes

F1: 25,166 shares sold on March 4, 2011 as follows: 10,620 @ $34.55; 2,204 @ $34.5505; 5,000 @ $34.5511; 942 @ $34.5521; 1,100 @ $34.5591; 1,410 @ $34.56; 390 @ $34.5626; 500 @ $34.5685; 700 @ $34.57; 800 @ $34.58; 100 @ $34.59; 400 @ $34.5962; 800 @ $34.60; 200 @ 35.00.

F2: 24,164 shares sold on March 7, 2011 as follows: 2,500 @ $34.3052; 3,002 @ $34.3073; 5,251 @ $34.3531; 700 @ $34.3943; 200 @ $34.3975; 200 @ $34.40; 600 @ $34.41; 200 @ $34.42; 1,600 @ $34.4537; 600 @ $34.52; 2,511 @ $34.60; 500 @ $34.6040; 600 @ $34.6050; 1,800 @ $34.6061; 300 @ $34.61; 400 @ $34.6150; 500 @ $34.62; 100 @ $34.63; 1,300 @ $34.6323; 1,100 @ $34.65; 200 @ $34.66.

F3: 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.

F4: Stock options vest in three equal annual installments beginning March 4, 2011.

F5: Each restricted stock unit represents a contingent right to receive one share of BWC common stock.

F6: RSUs vest in three equal annual installments beginning March 4, 2011.

F7: 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.

F8: RSUs vest in three equal annual installments beginning March 4, 2012.

F9: Grant of stock options pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company.

F10: Stock options vest in three equal annual installments beginning March 4, 2012.

F11: RSUs vest in two equal annual installments beginning March 5, 2011.

F12: In accordance with the terms of the award, a portion of the RSUs were subject to accelerated vesting.

F13: 100% of the RSUs vest on March 5, 2012.

F14: Stock options vest in two equal annual installments beginning March 5, 2011.