BWX Technologies, Inc. — Director's Dealing 2012

Mar 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2012-03-05

Reporting Person: Lees Michael D (President - NE)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common Stock	M	2639	—	Acquired	13819	Direct
2012-03-05	Common Stock	F	923	$26.59	Disposed	12896	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-05	Restricted Stock Units	$0	A	3504	Acquired	2015-03-05	Common Stock (3504)	Direct
2012-03-05	Stock Options (right to buy)	$26.59	A	9057	Acquired	2019-03-05	Common Stock (9057)	Direct
2012-03-05	Restricted Stock Units	$0	M	2639	Disposed	2012-03-05	Common Stock (2639)	Direct

Footnotes

F1: 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.

F2: RSUs vest in three equal annual installments beginning March 5, 2013.

F3: Grant of stock options pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company.

F4: Stock options vest in three equal annual installments beginning March 5, 2013.

F5: Each restricted stock unit represents a contingent right to receive one share of BWC common stock.

F6: 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.