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: Salomone Mary P (SVP and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-05	Common Stock	M	127	—	Acquired	17357	Direct
2013-03-05	Common Stock	F	127	$27.30	Disposed	17230	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-05	Restricted Stock Units	$0	M	127	Disposed	2015-03-05	Common Stock (127)	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 5, 2013, 3,870 RSUs vested and 127 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 5, 2013.