BWX Technologies, Inc. — Director's Dealing 2014

Jun 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2014-06-05

Reporting Person: Data J Randall (President - PGG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-05	Common Stock	M	6000	$10.58	Acquired	32912	Direct
2014-06-05	Common Stock	S	6000	$32.40	Disposed	26912	Direct
2014-06-06	Common Stock	M	9854	$10.58	Acquired	36766	Direct
2014-06-06	Common Stock	S	9854	$32.83	Disposed	26912	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-05	Stock Options (right to buy)	$10.58	M	6000	Disposed	2016-03-05	Common Stock (6000)	Direct
2014-06-06	Stock Options (right to buy)	$10.58	M	9854	Disposed	2016-03-05	Common Stock (9854)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1410	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 $32.72 to $33.00, 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: 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.

F3: Stock options vest in two equal annual installments beginning March 5, 2011.