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: Bethards Brandon C. (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common Stock	M	6735	—	Acquired	140532	Direct
2012-03-05	Common Stock	F	2543	$26.59	Disposed	137989	Direct
2012-03-05	Common Stock	M	8514	—	Acquired	146503	Direct
2012-03-05	Common Stock	F	3214	$26.59	Disposed	143289	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-05	Restricted Stock Units	$0	A	35034	Acquired	2015-03-05	Common Stock (35034)	Direct
2012-03-05	Stock Options (right to buy)	$26.59	A	90579	Acquired	2019-03-05	Common Stock (90579)	Direct
2012-03-05	Restricted Stock Units	$0	M	6735	Disposed	2012-03-05	Common Stock (6735)	Direct
2012-03-05	Restricted Stock Units	$0	M	8514	Disposed	2012-03-05	Common Stock (8514)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	677	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.