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: Baker Peyton S. (President - NOG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-04	Common Stock	M	867	—	Acquired	12968	Direct
2013-03-04	Common Stock	F	326	$26.80	Disposed	12642	Direct
2013-03-04	Common Stock	M	1306	—	Acquired	13948	Direct
2013-03-04	Common Stock	F	491	$26.80	Disposed	13457	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-04	Restricted Stock Units	$0	M	867	Disposed	2014-03-04	Common Stock (867)	Direct
2013-03-04	Restricted Stock Units	$0	M	1306	Disposed	2013-03-04	Common Stock (1306)	Direct
2013-03-04	Restricted Stock Units	$0	A	4221	Acquired	2016-03-04	Common Stock (4221)	Direct
2013-03-04	Stock Options (right to buy)	$26.80	A	19749	Acquired	2020-03-04	Common Stock (19749)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1468	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.