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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-04	Common Stock	M	16972	—	Acquired	130440	Direct
2012-03-04	Common Stock	F	5507	$26.91	Disposed	124933	Direct
2012-03-04	Common Stock	M	13121	—	Acquired	138054	Direct
2012-03-04	Common Stock	F	4257	$26.91	Disposed	133797	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-04	Restricted Stock Units	$0	M	16972	Disposed	2013-03-04	Common Stock (16972)	Direct
2012-03-04	Restricted Stock Units	$0	M	13121	Disposed	2014-03-04	Common Stock (13121)	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: 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 4, 2011.

F4: RSUs vest in three equal annual installments beginning March 4, 2012.