BWX Technologies, Inc. - Director's Dealing 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: Nash Winfred D (President - NOG)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-04	Common Stock	M	2954	—	Acquired	21721	Direct
2011-03-04	Common Stock	F	951	$34.55	Disposed	20770	Direct
2011-03-04	Common Stock	M	325	$10.58	Acquired	21095	Direct
2011-03-04	Common Stock	S	325	$35.20	Disposed	20770	Direct
2011-03-05	Common Stock	M	5659	—	Acquired	26429	Direct
2011-03-05	Common Stock	F	1822	$34.55	Disposed	24607	Direct
2011-03-05	Common Stock	M	4344	—	Acquired	28951	Direct
2011-03-05	Common Stock	F	1398	$34.55	Acquired	27553	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-04	Restricted Stock Units	$0	M	2954	Disposed	2013-03-04	Common Stock (2954)	Direct
2011-03-04	Stock Options (right to buy)	$10.58	M	325	Disposed	2016-03-05	Common Stock (325)	Direct
2011-03-05	Restricted Stock Units	$0	M	5659	Disposed	2012-03-05	Common Stock (5659)	Direct
2011-03-05	Restricted Stock Units	$0	M	4344	Disposed	2012-03-05	Common Stock (4344)	Direct

Security	Shares	Ownership
Common Stock	457	Indirect

F1: Disregarding duplicate Form 4 filed in error on March 7, 2011.

F2: 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.

F3: Each restricted stock unit represents a contingent right to receive one share of BWC common stock.

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

F5: 1/3 of the stock options vested on March 5, 2010 and the remainder will vest in two equal annual installments beginning March 5, 2011.

F6: RSUs vest in two equal annual installments beginning March 5, 2011.

F7: In accordance with the terms of the award, a portion of the RSUs were subject to accelerated vesting.

F8: 100% of the RSUs vest on March 5, 2012.