SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Data J Randall

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

(Street)
CHARLOTTE NC 28277

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2012
3. Issuer Name and Ticker or Trading Symbol
Babcock & Wilcox Co [ BWC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President - PGG
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 18,298 D
Common Stock 904 (1) I 401k Plan
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) (2) 03/05/2016 Common Stock 15,854 10.58 D
Stock Options (right to buy) (3) 03/04/2017 Common Stock 8,696 24.55 D
Stock Options (right to buy) (4) 03/04/2018 Common Stock 7,788 34.55 D
Stock Options (right to buy) (5) 03/05/2019 Common Stock 10,353 26.59 D
Restricted Stock Units (6) 03/04/2013 Common Stock 1,955 0 D
Restricted Stock Units (7) 03/04/2014 Common Stock 1,644 0 D
Restricted Stock Units (8) 03/05/2015 Common Stock 4,005 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 April 3, 2012.
2. Stock options vested in three equal annual installments beginning March 5, 2010.
3. Stock options vest in three equal annual installments beginning March 4, 2011.
4. Stock options vest in three equal annual installments beginning March 4, 2012.
5. Stock options vest in three equal annual installments beginning March 5, 2013.
6. RSUs vest in three equal annual installments beginning March 4, 2011.
7. RSUs vest in three equal annual installments beginning March 4, 2012.
8. RSUs vest in three equal annual installments beginning March 5, 2013.
Remarks:
J. Randall Data, by Angela P. Winter, attorney-in-fact 04/10/2012
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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