BWX Technologies, Inc. — Director's Dealing 2014

Mar 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2014-03-04

Reporting Person: Data J Randall (President - PGG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-04	Common Stock	A	7086	—	Acquired	27995	Direct
2014-03-04	Common Stock	M	852	—	Acquired	28847	Direct
2014-03-04	Common Stock	F	2815	$32.93	Disposed	26032	Direct
2014-03-05	Common Stock	M	1335	—	Acquired	27367	Direct
2014-03-05	Common Stock	F	455	$33.09	Disposed	26912	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-04	Restricted Stock Units	$0	M	822	Disposed	2014-03-04	Common Stock (822)	Direct
2014-03-04	Restricted Stock Units	$0	M	30	Disposed	2016-03-04	Common Stock (30)	Direct
2014-03-05	Restricted Stock Units	$0	M	1335	Disposed	2015-03-05	Common Stock (1335)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1410	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, 2014.

F2: RSUs vest in three equal annual installments beginning March 4, 2012.

F3: The reporting person elected to defer receipt of all shares underlying the RSUs. On March 4, 2014, 1,490 RSUs vested and 30 of those shares were withheld to fulfill tax obligations. In accordance with his deferral election, vested shares will be delivered to the reporting person in one lump sum six months following termination of employment.

F4: RSUs vest in three equal annual installments beginning March 4, 2014.

F5: RSUs vest in three equal annual installments beginning March 5, 2013.