BWX Technologies, Inc. — Director's Dealing 2014

Nov 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2014-11-17

Reporting Person: Canafax James D (SVP & Gen. Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-17	Common Stock	M	4681	$10.58	Acquired	32551	Direct
2014-11-17	Common Stock	S	4681	$30.17	Disposed	27870	Direct
2014-11-17	Common Stock	M	2307	$24.55	Acquired	30177	Direct
2014-11-17	Common Stock	S	27870	$30.16	Disposed	27870	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-17	Stock Options (right to buy)	$10.58	M	4681	Disposed	2016-03-05	Common Stock (4681)	Direct
2014-11-17	Stock Options (right to buy)	$24.55	M	2307	Disposed	2017-03-04	Common Stock (2307)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2755	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.1475 to $30.2050, inclusive. The reporting person undertakes to provide to The Babcock & Wilcox Company, any security holder of The Babcock & Wilcox Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.1450 to $30.1750, inclusive. The reporting person undertakes to provide to The Babcock & Wilcox Company, any security holder of The Babcock & Wilcox Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: Based on number of units held in the BWC Thrift Plan and the fair market value of BWC common stock as of November 18, 2014.

F4: 1/3 of the stock options vested on March 5, 2010 and the remainder vested in two equal annual installments beginning March 5, 2011.

F5: Stock options vested in three equal annual installments beginning March 4, 2011.