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: APKER JENNY L (Vice President, Treasurer & IR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-04	Common Stock	A	3429	—	Acquired	6600	Direct
2014-03-04	Common Stock	M	961	—	Acquired	7561	Direct
2014-03-04	Common Stock	F	1548	$32.93	Disposed	6013	Direct
2014-03-05	Common Stock	M	535	—	Acquired	6548	Direct
2014-03-05	Common Stock	F	174	$33.09	Disposed	6374	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-04	Restricted Stock Units	$0	M	398	Disposed	2014-03-04	Common Stock (398)	Direct
2014-03-04	Restricted Stock Units	$0	M	563	Disposed	2016-03-04	Common Stock (563)	Direct
2014-03-05	Restricted Stock Units	$0	M	535	Disposed	2015-03-05	Common Stock (535)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	754	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: RSUs vest in three equal annual installments beginning March 4, 2014.

F4: RSUs vest in three equal annual installments beginning March 5, 2013.