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: Canafax James D (SVP & Gen. Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-04	Common Stock	A	8802	—	Acquired	27083	Direct
2014-03-04	Common Stock	M	3404	—	Acquired	30487	Direct
2014-03-04	Common Stock	F	4090	$32.93	Disposed	26397	Direct
2014-03-05	Common Stock	M	2202	—	Acquired	28599	Direct
2014-03-05	Common Stock	F	729	$33.09	Disposed	27870	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-04	Restricted Stock Units	$0	M	1020	Disposed	2014-03-04	Common Stock (1020)	Direct
2014-03-04	Restricted Stock Units	$0	M	2384	Disposed	2016-03-04	Common Stock (2384)	Direct
2014-03-05	Restricted Stock Units	$0	M	2202	Disposed	2015-03-05	Common Stock (2202)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2598	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.