BWX Technologies, Inc. — Director's Dealing 2013

May 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2013-05-28

Reporting Person: Salomone Mary P (SVP and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-28	Common Stock	M	7700	$26.59	Acquired	24930	Direct
2013-05-28	Common Stock	S	7700	$30.01	Disposed	17230	Direct
2013-05-29	Common Stock	M	2307	$26.59	Acquired	19537	Direct
2013-05-29	Common Stock	S	1625	$29.87	Disposed	17912	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-28	Stock Options (right to buy)	$26.59	M	7700	Disposed	2019-03-05	Common Stock (7700)	Direct
2013-05-29	Stock Options (right to buy)	$26.59	M	2307	Disposed	2019-03-05	Common Stock (2307)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1008	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.06, inclusive. The reporting person undertakes to provide to The Babcock & Wilcox Company, any security holder of The Babcock & Wilcox Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: Based on number of units held in the BWC Thrift Plan and the fair market value of BWC common stock as of May 29, 2013.

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