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: Black David S (Vice President and CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common Stock	M	7357	—	Acquired	24735	Direct
2012-03-05	Common Stock	F	2387	$26.59	Disposed	22348	Direct
2012-03-05	Common Stock	M	4237	—	Acquired	26585	Direct
2012-03-05	Common Stock	F	1374	$26.59	Disposed	25211	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-05	Restricted Stock Units	$0	A	2934	Acquired	2015-03-05	Common Stock (2934)	Direct
2012-03-05	Stock Options (right to buy)	$26.59	A	7584	Acquired	2019-03-05	Common Stock (7584)	Direct
2012-03-05	Restricted Stock Units	$0	M	7357	Disposed	2012-03-05	Common Stock (7357)	Direct
2012-03-05	Restricted Stock Units	$0	M	4237	Disposed	2012-03-05	Common Stock (4237)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1889	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: 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.

F3: RSUs vest in three equal annual installments beginning March 5, 2013.

F4: Grant of stock options pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company.

F5: Stock options vest in three equal annual installments beginning March 5, 2013.

F6: Each restricted stock unit represents a contingent right to receive one share of BWC common stock.

F7: 100% of the RSUs vest on March 5.2012.

F8: RSUs vest in two equal annual installments beginning March 5, 2011.