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BWX Technologies, Inc. Director's Dealing 2011

Mar 8, 2011

30361_dirs_2011-03-08_40b7a52c-e9fe-42d6-9326-85f5c2af5d86.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2011-03-04

Reporting Person: Canafax James D (SVP, Gen. Counsel & Corp. Sec.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-03-04 Common Stock M 1210 Acquired 7932 Direct
2011-03-04 Common Stock F 392 $34.55 Disposed 7540 Direct
2011-03-05 Common Stock M 2565 Acquired 10105 Direct
2011-03-05 Common Stock F 832 $34.55 Disposed 9273 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-03-04 Restricted Stock Units $0 M 1210 Disposed 2013-03-04 Common Stock (1210) Direct
2011-03-04 Restricted Stock Units $0 A 3060 Acquired 2014-03-04 Common Stock (3060) Direct
2011-03-04 Stock Options (right to buy) $34.55 A 9672 Acquired 2018-03-04 Common Stock (9672) Direct
2011-03-04 Restricted Stock Units $0 A 4374 Acquired 2013-08-12 Common Stock (4374) Direct
2011-03-04 Stock Options (right to buy) $34.55 A 13818 Acquired 2018-03-04 Common Stock (13818) Direct
2011-03-05 Restricted Stock Units $0 M 2565 Disposed 2012-03-05 Common Stock (2565) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1822 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 March 4, 2011.

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

F3: RSUs vest in three equal annual installments beginning March 4, 2011.

F4: 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.

F5: RSUs vest in three equal annual installments beginning March 4, 2012.

F6: Grant of stock options pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company.

F7: Stock options vest in three equal annual installments beginning March 4, 2012.

F8: RSUs vest in three equal annual installments beginning August 12, 2011.

F9: Stock options vest in three equal annual installments beginning August 12, 2011.

F10: RSUs vest in two equal annual installments beginning March 5, 2011.