BWX Technologies, Inc. — Director's Dealing 2014

May 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2014-05-15

Reporting Person: Baker Peyton S. (President - Govt. Operations)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-15	Restricted Stock Units	$0	A	822	Acquired	2017-03-03	Common Stock (822)	Direct
2014-05-15	Stock Options (right to buy)	$32.38	A	4431	Acquired	2021-03-03	Common Stock (4431)	Direct

Footnotes

F1: 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.

F2: RSUs vest in three equal annual installments beginning March 3, 2015.

F3: Grant of stock options pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company.

F4: Stock options vest in three equal annual installments beginning March 3, 2015.