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: Salomone Mary P (SVP and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-04	Common Stock	M	37	—	Acquired	14562	Direct
2013-03-04	Common Stock	F	37	$26.80	Disposed	14525	Direct
2013-03-04	Common Stock	M	4074	—	Acquired	18599	Direct
2013-03-04	Common Stock	F	1369	$26.80	Disposed	17230	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-04	Restricted Stock Units	$0	M	37	Disposed	2014-03-04	Common Stock (37)	Direct
2013-03-04	Restricted Stock Units	$0	M	4074	Disposed	2013-03-04	Common Stock (4074)	Direct
2013-03-04	Restricted Stock Units	$0	A	11115	Acquired	2016-03-04	Common Stock (11115)	Direct
2013-03-04	Stock Options (right to buy)	$26.80	A	51999	Acquired	2020-03-04	Common Stock (51999)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	838	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: The reporting person elected to defer receipt of all shares underlying the RSUs. On March 4, 2013, 1,855 RSUs vested and 37 of those shares were withheld to fulfill tax obligations. In accordance with her deferral election, vested shares will be delivered to the reporting person in five annual installments beginning January 1, 2016; provided that vested shares will be delivered in five annual installments upon the earlier to occur of the reporting person's death, disability or temination of employment.

F3: RSUs vest in three equal annual installments beginning March 4, 2012.

F4: RSUs vest in three equal annual installments beginning March 4, 2011.

F5: 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.

F6: RSUs vest in three equal annual installments beginning March 4, 2014.

F7: Grant of stock options pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company.

F8: Stock options vest in three equal annual installments beginning March 4, 2014.