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: FEES JOHN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-04	Common Stock	M	98572	$10.58	Acquired	154749	Direct
2011-03-04	Common Stock	S	60000	—	Disposed	94749	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-04	Stock Options (right to buy)	$10.58	M	98572	Disposed	2016-03-05	Common Stock (98572)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8897	Indirect

Footnotes

F1: 60,000 shares sold on March 4, 2011 as follows: 500 @ $34.38, 200 @ $34.385, 200 @ $34.40, 200 @ $34.4175, 200 @ $34.42, 786 @ $34.43, 200 @ $34.44, 400 @ $34.4475, 200 @ $34.46, 200 @ $34.47, 200 @ $34.48, 200 @ $34.495, 100 @ $34.50, 100 @ $34.505, 800 @ $34.51, 600 @ $34.515, 204 @ $34.5202, 800 @ $34.525, 1,225 @ $34.53, 200 @ $34.5388, 700 @ $34.54, 375 @ $34.542, 200 @ $34.5425, 600 @ $34.545, 510 @ $34.55, 200 @ $34.555, 290 @ $34.5552, 731 @ $34.56, 300 @ $34.565, 600 @ $34.57, 200 @ $34.5725, 600 @ $34.58, 400 @ $34.585, 400 @ $34.59, 300 @ $34.5967, 273 @ $34.60, 200 @ $34.6025, 1,300 @ $34.61, 282 @ $34.6182, 118 @ $34.62, 200 @ $34.635, 400 @ $34.6375, 335 @ $34.64, 100 @ $34.645, 500 @ $34.65, 300 @ $34.665, 379 @ $34.6664, 100 @ $34.675, 400 @ $34.68, 100 @ $34.71, 200 @ $34.72, 107 @ $34.7207, 500 @ $34.73, 400 @ $34.735, 300 @ $34.7367, 800 @ 34.7394, 1,025 @ $34.74, 1,146 @ $34.75, 300 @ $34.76, 100 @ $34.765, 1,100 @ $34.77, 100 @ $34.78, 800 @ $34.79.

F2: Continuation from Footnote 1: 838 @ $34.80, 100 @ $34.815, 200 @ $34.82, 300 @ $34.835, 500 @ $34.84, 99 @ $34,85, 2,500 @ $34.86, 100 @ $34.87, 300 @ $34,.88, 600 @ $34.89, 17,405 @ $34.8961,
1,200 @ $34.905, 300 @ $34.91, 14 @ $34.92, 700 @ $34.94, 100 @ $34.95, 500 @ $34.98, 600 @ $34.995, 1,500 @ $35.00, 400 @ $35.01, 3 @ $35.03, 200 @ $35.08, 300 @ $35.085, 1,700 @ $35.09, 100 @ $35.095, 800 @ $35.10, 200 @ $35.12, 450 @ $35.13, 1,305 @ $35.14, 600 @ $35.16, 300 @ $35.17
..

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.