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SEC FORM 4 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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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)
08/09/2010
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 08/09/2010 A(1) V 1,354 A $0 40,524(2) D
Common Stock 08/09/2010 A(1) V 17,912 A $0 58,436(2) D
Common Stock 08/09/2010 A(3) 39,607 A $0 98,043(2) D
Common Stock 08/09/2010 M 9,758 A $0 107,801(2) D
Common Stock 08/09/2010 F 4,117 D $23.76 103,684(2) D
Common Stock 08/09/2010 M 9,672 A $0 113,356(2) D
Common Stock 08/09/2010 F 4,081 D $23.76 109,275(2) D
Common Stock 270(4) 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
Stock Options (right to buy) $10.58 08/02/2010 A(5) V 48,328 (6) 03/05/2016 Common Stock 48,328 $0 48,328 D
Stock Options (right to buy) $24.55 08/02/2010 A(5) V 75,496 (7) 03/04/2017 Common Stock 75,496 $0 75,496 D
Restricted Stock Units $0 08/09/2010 A(8) V 29,567 (9) 03/05/2012 Common Stock 29,567 $0 29,567 D
Restricted Stock Units $0 08/09/2010 A(8) V 14,654 (10) 03/03/2011 Common Stock 14,654 $0 14,654 D
Restricted Stock Units $0 08/09/2010 A(11) V 50,915 (12) 03/04/2013 Common Stock 50,915 $0 50,915 D
Restricted Stock Units $0 08/09/2010 A(11) V 25,543 (13) 03/05/2012 Common Stock 25,543 $0 25,543 D
Restricted Stock Units $0 08/09/2010 M 9,758 (14) 03/05/2012 Common Stock 9,758 $0 19,809 D
Restricted Stock Units $0 08/09/2010 M 9,672 (14) 03/03/2011 Common Stock 9,672 $0 4,982 D
Explanation of Responses:
1. Grant of restricted stock received in connection with the pro-rata distribution of BWC common stock from McDermott International, Inc. ("MII") (the "Spin-off") and converted from MII restricted stock held by the Reporting Person as of the Spin-off.
2. Includes shares of BWC common stock acquired in the spin-off.
3. Grant of restricted stock pursuant to Restructuring Transaction Retention Agreement with Reporting Person.
4. Based on number of units held in the BWC Thrift Plan and the fair market value of BWC common stock as of August 9, 2010.
5. Grant of stock options received in connection with the Spin-off and converted from MII stock options held by the Reporting Person as of the Spin-off.
6. The options will vest in two equal annual installments beginning March 5, 2011.
7. Stock options vest in three equal annual installments beginning March 4, 2011.
8. Grant of restricted stock units received in connection with the Spin-off and converted from MII performance shares held by the Reporting Person as of the Spin-off. RSUs represent the right to receive one share of BWC common stock for each unit that vests.
9. 100% of the RSUs vest on March 5, 2012.
10. 100% of the RSUs vest on March 3, 2011.
11. Grant of restricted stock units received in connection with the Spin-off and converted from MII restricted stock units held by the Reporting Person as of the Spin-off. RSUs represent the right to receive one share of BWC common stock for each unit that vests.
12. RSUs vest in three equal annual installments beginning March 4, 2011.
13. RSUs vest in two equal annual installments beginning March 5, 2011.
14. In accordance with the terms of the award, a portion of the RSUs were subject to accelerated vesting.
Remarks:
Angela P. Winter, attorney-in-fact 08/11/2010
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.