SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Bethards Brandon C.

(Last) (First) (Middle)
13024 BALLANTYNE CORPORATE PLACE
SUITE 700

(Street)
CHARLOTTE NC 28277

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Babcock & Wilcox Co [ BWC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/05/2012 M 6,735 A $0 140,532 D
Common Stock 03/05/2012 F 2,543 D $26.59 137,989 D
Common Stock 03/05/2012 M 8,514 A $0 146,503 D
Common Stock 03/05/2012 F 3,214 D $26.59 143,289 D
Common Stock 677 (1) I 401k Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $0 03/05/2012 A (2) 35,034 (3) 03/05/2015 Common Stock 35,034 $0 35,034 D
Stock Options (right to buy) $26.59 03/05/2012 A (4) 90,579 (5) 03/05/2019 Common Stock 90,579 $0 90,579 D
Restricted Stock Units $0 03/05/2012 M (6) 6,735 (7) 03/05/2012 Common Stock 6,735 $0 0 D
Restricted Stock Units $0 03/05/2012 M (6) 8,514 (8) 03/05/2012 Common Stock 8,514 $0 0 D
Explanation of Responses:
1. Based on number of units held in the BWC Thrift Plan and the fair market value of BWC common stock as of March 5, 2012.
2. 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.
3. RSUs vest in three equal annual installments beginning March 5, 2013.
4. Grant of stock options pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company.
5. Stock options vest in three equal annual installments beginning March 5, 2013.
6. Each restricted stock unit represents a contingent right to receive one share of BWC common stock.
7. 100% of the RSUs vest on March 5, 2012.
8. RSUs vest in two equal annual installments beginning March 5, 2011.
Remarks:
Angela P. Winter, attorney-in-fact 03/07/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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