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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)
03/04/2011
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 03/04/2011 M 25,166 A $24.55 130,458 D
Common Stock 03/04/2011 S 25,166 D (1) 105,292 D
Common Stock 03/04/2011 M 16,971 A $0 122,263 D
Common Stock 03/04/2011 F 5,507 D $34.55 116,756 D
Common Stock 03/05/2011 M 17,029 A $0 133,785 D
Common Stock 03/05/2011 F 7,228 D $34.55 126,557 D
Common Stock 03/05/2011 M 13,074 A $0 139,631 D
Common Stock 03/05/2011 F 5,549 D $34.55 134,082 D
Common Stock 03/07/2011 M 24,164 A $10.58 158,246 D
Common Stock 03/07/2011 S 24,164 D (2) 134,082 D
Common Stock 374(3) 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) $24.55 03/04/2011 M 25,166 (4) 03/04/2017 Common Stock 25,166 $0 50,330 D
Restricted Stock Units $0 03/04/2011 M(5) 16,971 (6) 03/04/2013 Common Stock 16,971 $0 33,944 D
Restricted Stock Units $0 03/04/2011 A(7) 26,241 (8) 03/04/2014 Common Stock 26,241 $0 26,241 D
Stock Options (right to buy) $34.55 03/04/2011 A(9) 82,911 (10) 03/04/2018 Common Stock 82,911 $0 82,911 D
Restricted Stock Units $0 03/05/2011 M(5) 17,029 (11)(12) 03/05/2012 Common Stock 17,029 $0 8,514 D
Restricted Stock Units $0 03/05/2011 M(5) 13,074 (12)(13) 03/05/2012 Common Stock 13,074 $0 6,735 D
Stock Options (right to buy) $10.58 03/07/2011 M 24,164 (14) 03/05/2016 Common Stock 24,164 $0 24,164 D
Explanation of Responses:
1. 25,166 shares sold on March 4, 2011 as follows: 10,620 @ $34.55; 2,204 @ $34.5505; 5,000 @ $34.5511; 942 @ $34.5521; 1,100 @ $34.5591; 1,410 @ $34.56; 390 @ $34.5626; 500 @ $34.5685; 700 @ $34.57; 800 @ $34.58; 100 @ $34.59; 400 @ $34.5962; 800 @ $34.60; 200 @ 35.00.
2. 24,164 shares sold on March 7, 2011 as follows: 2,500 @ $34.3052; 3,002 @ $34.3073; 5,251 @ $34.3531; 700 @ $34.3943; 200 @ $34.3975; 200 @ $34.40; 600 @ $34.41; 200 @ $34.42; 1,600 @ $34.4537; 600 @ $34.52; 2,511 @ $34.60; 500 @ $34.6040; 600 @ $34.6050; 1,800 @ $34.6061; 300 @ $34.61; 400 @ $34.6150; 500 @ $34.62; 100 @ $34.63; 1,300 @ $34.6323; 1,100 @ $34.65; 200 @ $34.66.
3. 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.
4. Stock options vest in three equal annual installments beginning March 4, 2011.
5. Each restricted stock unit represents a contingent right to receive one share of BWC common stock.
6. RSUs vest in three equal annual installments beginning March 4, 2011.
7. 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.
8. RSUs vest in three equal annual installments beginning March 4, 2012.
9. Grant of stock options pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company.
10. Stock options vest in three equal annual installments beginning March 4, 2012.
11. RSUs vest in two equal annual installments beginning March 5, 2011.
12. In accordance with the terms of the award, a portion of the RSUs were subject to accelerated vesting.
13. 100% of the RSUs vest on March 5, 2012.
14. Stock options vest in two equal annual installments beginning March 5, 2011.
Remarks:
Angela P. Winter, attorney-in-fact 03/08/2011
** 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.