BWX Technologies, Inc. — Director's Dealing 2015

May 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2015-05-15

Reporting Person: Gedeon Elias (SVP & Chief Bus. Dev. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-15	Common Stock	M	822	—	Acquired	822	Direct
2015-05-15	Common Stock	F	272	$33.49	Disposed	550	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-15	Restricted Stock Units	$0	M	822	Disposed	2017-05-15	Common Stock (822)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	361	Indirect

Footnotes

F1: RSUs vest in three equal annual installments beginning May 15, 2015.

F2: Based on number of units held in the BWC Thrift Plan and the fair market value of BWC common stock as of May 18, 2015.