BWX Technologies, Inc. — Director's Dealing 2012

Mar 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2012-03-09

Reporting Person: Mowry Christofer M (President - MNE)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-09	Common Stock	M	3800	$10.58	Acquired	27978	Direct
2012-03-09	Common Stock	S	3763	$27.12	Disposed	24215	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-09	Stock Options (right to buy)	$10.58	M	3800	Disposed	2016-03-05	Common Stock (3800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	671	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.11 to $27.15, inclusive. The reporting person undertakes to provide to The Babcock & Wilcox Company, any security holder of The Babcock & Wilcox Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: Based on number of units held in the BWC Thrift Plan and the fair market value of BWC common stock as of March 5, 2012.

F3: Stock options vest in two equal annual installments beginning March 5, 2011.