BWX Technologies, Inc. — Director's Dealing 2013

May 30, 2013

SEC Form 4/A — Form 4/A

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2013-03-04

Reporting Person: Zwetolitz Joseph A (President - NE)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-28	Restricted Stock Units	$0	A	2979	Acquired	2016-03-04	Common Stock (2979)	Direct
2013-03-04	Stock Options (right to buy)	$26.80	A	13941	Acquired	2019-03-04	Common Stock (13941)	Direct
2013-03-04	Restricted Stock Units	$0	A	8543	Acquired	2018-03-04	Common Stock (8543)	Direct
2013-03-04	Stock Options (right to buy)	$26.80	A	19417	Acquired	2019-03-04	Common Stock (19417)	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: RSUs vest in three equal annual installments beginning March 4, 2014.

F3: Grant of stock options pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company.

F4: Stock options vest in three equal annual installments beginning March 4, 2014.

F5: RSUs vest in three installments as follows: 20% on 03/04/2016; 30% on 03/04/2017; 50% on 03/04/2018.

F6: Stock options vest in three installments as follows: 20% on 03/04/2016; 30% on 03/04/2017; 50% on 03/04/2018.