BWX Technologies, Inc. — Director's Dealing 2012

May 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2012-05-14

Reporting Person: HANKS STEPHEN G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-14	Common Stock	M	4351	—	Acquired	13509	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-14	Restricted Stock Units	$0	A	4351	Acquired	2012-05-14	Common Stock (4351)	Direct
2012-05-14	Restricted Stock Units	$0	M	4351	Disposed	2012-05-14	Common Stock (4351)	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: 100% of the RSUs vest immediately.