BWX Technologies, Inc. — Director's Dealing 2012

Mar 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2012-03-04

Reporting Person: Killion Richard L (President - PGG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-04	Common Stock	M	3248	—	Acquired	36185	Direct
2012-03-04	Common Stock	F	1096	$26.91	Disposed	35089	Direct
2012-03-04	Common Stock	M	19	—	Acquired	35108	Direct
2012-03-04	Common Stock	F	19	$26.91	Disposed	35089	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-04	Restricted Stock Units	$0	M	3248	Disposed	2013-03-04	Common Stock (3248)	Direct
2012-03-04	Restricted Stock Units	$0	M	19	Acquired	2014-03-04	Common Stock (19)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2106	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 5, 2012.

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: The reporting person elected to defer receipt of 25% of shares underlying the RSUs. On March 4, 2012, 1,320 RSUs vested and 971 shares were deferred (after shares withheld to satisfy tax obligations) pursuant to the reporting person's deferral election. In accordance with his deferral election, the deferred portion of the vested shares will be delivered to the reporting person in five annual installments upon his termination of employment; provided that all deferred shares shall be delivered in one lump sum to the reporting person one year following the earlier to occur of the reporting person's disability or death.

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