BWX Technologies, Inc. — Director's Dealing 2013

Mar 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Data J Randall (President - PGG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-04	Common Stock	M	822	—	Acquired	19120	Direct
2013-03-04	Common Stock	F	314	$26.80	Disposed	18806	Direct
2013-03-04	Common Stock	M	1955	—	Acquired	20761	Direct
2013-03-04	Common Stock	F	748	$26.80	Disposed	20013	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-04	Restricted Stock Units	$0	M	822	Disposed	2014-03-04	Common Stock (822)	Direct
2013-03-04	Restricted Stock Units	$0	M	1955	Disposed	2013-03-04	Common Stock (1955)	Direct
2013-03-04	Restricted Stock Units	$0	A	4470	Acquired	2016-03-04	Common Stock (4470)	Direct
2013-03-04	Stock Options (right to buy)	$26.80	A	20910	Acquired	2020-03-04	Common Stock (20910)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1155	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 4, 2013.

F2: RSUs vest in three equal annual installments beginning March 4, 2012.

F3: RSUs vest in three equal annual installments beginning March 4, 2011.

F4: 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.

F5: RSUs vest in three equal annual installments beginning March 4, 2014.

F6: Grant of stock options pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company.

F7: Stock options vest in three equal annual installments beginning March 4, 2014.