BWX Technologies, Inc. — Director's Dealing 2013

Mar 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2013-03-05

Reporting Person: Black David S (Vice President and CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-05	Common Stock	M	978	—	Acquired	28115	Direct
2013-03-05	Common Stock	F	317	$27.30	Disposed	27798	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-05	Restricted Stock Units	$0	M	978	Disposed	2015-03-05	Common Stock (978)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2155	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 5, 2013.