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: Baker Peyton S. (President - NOG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-04	Common Stock	A	7475	—	Acquired	22291	Direct
2014-03-04	Common Stock	M	475	—	Acquired	22766	Direct
2014-03-04	Common Stock	F	2736	$32.93	Disposed	20030	Direct
2014-03-05	Common Stock	M	1335	—	Acquired	21365	Direct
2014-03-05	Common Stock	F	441	$33.09	Disposed	20924	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-04	Restricted Stock Units	$0	M	433	Disposed	2014-03-04	Common Stock (433)	Direct
2014-03-04	Restricted Stock Units	$0	M	42	Disposed	2016-03-04	Common Stock (42)	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	1748	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, 2,111 RSUs vested and 42 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 annual installments beginning March 5, 2013.