X0303 4 2011-03-04 0001486957 Babcock & Wilcox Co BWC 0001492659 Nash Winfred D 13024 BALLANTYNE CORPORATE PLACE SUITE 700 CHARLOTTE NC 28277 0 1 0 0 President - NOG Common Stock 2011-03-04 4 M 0 2954 0 A 21721 D Common Stock 2011-03-04 4 F 0 951 34.55 D 20770 D Common Stock 2011-03-04 4 M 0 325 10.58 A 21095 D Common Stock 2011-03-04 4 S 0 325 35.20 D 20770 D Common Stock 2011-03-05 4 M 0 5659 0 A 26429 D Common Stock 2011-03-05 4 F 0 1822 34.55 D 24607 D Common Stock 2011-03-05 4 M 0 4344 0 A 28951 D Common Stock 2011-03-05 4 F 0 1398 34.55 A 27553 D Common Stock 457 I 401k Plan Restricted Stock Units 0 2011-03-04 4 M 0 2954 0 D 2013-03-04 Common Stock 2954 5906 D Stock Options (right to buy) 10.58 2011-03-04 4 M 0 325 0 D 2016-03-05 Common Stock 325 17798 D Restricted Stock Units 0 2011-03-05 4 M 0 5659 0 D 2012-03-05 Common Stock 5659 2829 D Restricted Stock Units 0 2011-03-05 4 M 0 4344 0 D 2012-03-05 Common Stock 4344 2238 D Disregarding duplicate Form 4 filed in error on March 7, 2011. Based on number of units held in the BWC Thrift Plan and the fair market value of BWC common stock as of March 4, 2011. Each restricted stock unit represents a contingent right to receive one share of BWC common stock. RSUs vest in three equal annual installments beginning March 4, 2011. 1/3 of the stock options vested on March 5, 2010 and the remainder will vest in two equal annual installments beginning March 5, 2011. RSUs vest in two equal annual installments beginning March 5, 2011. In accordance with the terms of the award, a portion of the RSUs were subject to accelerated vesting. 100% of the RSUs vest on March 5, 2012. Angela P. Winter, attorney-in-fact 2011-03-08