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: Salomone Mary P (SVP and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-04	Common Stock	M	37	—	Acquired	8813	Direct
2012-03-04	Common Stock	F	37	$26.91	Disposed	8776	Direct
2012-03-04	Common Stock	M	4074	—	Acquired	12850	Direct
2012-03-04	Common Stock	F	1369	$26.91	Disposed	11481	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-04	Restricted Stock Units	$0	M	37	Disposed	2014-03-04	Common Stock (37)	Direct
2012-03-04	Restricted Stock Units	$0	M	4074	Disposed	2013-03-04	Common Stock (4074)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	542	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: The reporting person elected to defer receipt of all shares underlying the RSUs. On March 4, 2012, 1,855 RSUs vested and 37 of those shares were withheld to fulfill tax obligations. In accordance with her deferral election, vested shares will be delivered to the reporting person in five annual installments beginning January 1, 2016; provided that vested shares will be delivered in five annual installments upon the earlier to occur of the reporting person's disability, death or termination of employment.

F3: RSUs vest in three equal annual installments beginning March 4, 2012.

F4: 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, 2011.