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: Killion Richard L (President - PGG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common Stock	M	2481	—	Acquired	38226	Direct
2012-03-05	Common Stock	F	792	$26.59	Disposed	37434	Direct
2012-03-05	Common Stock	M	3136	—	Acquired	40570	Direct
2012-03-05	Common Stock	F	1001	$26.59	Disposed	39569	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-05	Restricrted Stock Units	$0	M	2481	Disposed	2012-03-05	Common Stock (2481)	Direct
2012-03-05	Restricted Stock Units	$0	M	3136	Disposed	2012-03-05	Common Stock (3136)	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: 100% of the RSUs vest March 5, 2012

F4: RSUs vest in two equal annual installments beginning March 5, 2011.