BWX Technologies, Inc. — Director's Dealing 2012

Nov 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2012-11-16

Reporting Person: Dudich George (President-TSG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-16	Common Stock	M	1577	—	Acquired	12345	Direct
2012-11-16	Common Stock	F	511	$23.59	Disposed	11834	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-16	Restricted Stock Units	$0	M	1577	Disposed	2014-11-16	Common Stock (1577)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	495	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 November 19, 2012.

F2: RSUs vest in three equal annual installments beginning November 16, 2012.