BWX Technologies, Inc. — Director's Dealing 2014

Mar 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2014-03-21

Reporting Person: MASON CAPITAL MANAGEMENT LLC (10% Owner)
Reporting Person: Garschina Kenneth M. (10% Owner)
Reporting Person: Martino Michael E (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-21	Common Stock, $.01 par value	S	1100000	$32.795	Disposed	10794745	Indirect

Footnotes

F1: . The shares of Common Stock reported herein as indirectly beneficially owned by Mason Capital Management LLC ("Mason Management"), Kenneth M. Garschina and Michael E. Martino are directly owned by Mason Capital L.P., a Delaware limited partnership ("Mason Capital LP"), Mason Capital Master Fund, L.P., a Cayman Islands exempted limited partnership ("Mason Capital Master Fund"). Mason Management is the investment manager of each of Mason Capital LP, Mason Capital Master Fund and may be deemed to have beneficial ownership of the shares of Common Stock reported herein by virtue of the authority granted to Mason Management by Mason Capital LP and Mason Capital Master Fund to vote and dispose of such shares.

F2: Mr. Garschina and Mr. Martino may be deemed to have beneficial ownership of the shares of Common Stock reported herein in their capacities as managing principals of Mason Management. Indirect beneficial ownership of the shares of Common Stock reported herein has not been allocated to the Reporting Persons on a proportional basis. Each of Mason Management, Mr. Garschina and Mr. Martino disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein pursuant to Rule 16a-1(a)(2).