BWX Technologies, Inc. — Director's Dealing 2015

Mar 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2015-03-02

Reporting Person: Baker Peyton S. (President - Govt. Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-03	Common Stock	M	1631	—	Acquired	22555	Direct
2015-03-03	Common Stock	F	574	$30.75	Disposed	21981	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-02	Restricted Stock Units	$0	A	7038	Acquired	2018-03-02	Common Stock (7038)	Direct
2015-03-02	Restricted Stock Units	$0	A	6819	Acquired	2018-03-02	Common Stock (6819)	Direct
2015-03-02	Stock Options (right to buy)	$30.92	A	37989	Acquired	2025-03-02	Common Stock (37989)	Direct
2015-03-03	Restricted Stock Units	$0	M	274	Disposed	2014-03-03	Common Stock (274)	Direct
2015-03-03	Restricted Stock Units	$0	M	1357	Disposed	2017-03-03	Common Stock (1357)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2034	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 2, 2015.

F2: Grant of restricted stock units pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company. Each restricted stock unit represents a contingent right to receive one share of BWC common stock.

F3: 100% of the RSUs vest on March 2, 2018.

F4: RSUs vest in three equal annual installments beginning March 2, 2016.

F5: Grant of stock options pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company.

F6: Stock options vest in three equal annual installments beginning March 2, 2016.

F7: RSUs vest in three equal annual installments beginning March 3, 2015.