BWX Technologies, Inc. — Director's Dealing 2015

Jul 6, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BWX Technologies, Inc. (BWXT)
CIK: 0001486957
Period of Report: 2015-07-01

Reporting Person: Fox William A. III (See Remarks)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1838	Direct
Common Stock	426	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$33.72	2020-09-30	Common Stock (13845)		Direct
Stock Option (right to buy)	$30.92	2025-03-02	Common Stock (23742)		Direct
Restricted Stock Unit	$0.00	2016-09-30	Common Stock (1974)		Direct
Restricted Stock Unit	$0.00	2016-11-13	Common Stock (3630)		Direct
Restricted Stock Unit	$0.00	2018-03-02	Common Stock (4399)		Direct
Restricted Stock Unit	$0.00	2018-03-02	Common Stock (4260)		Direct

Footnotes

F1: Based on number of units held in the BWXT Thrift Plan and the fair market value of BWXT common stock as of June 25, 2015.

F2: Number of underlying shares and exercise price are subject to adjustment pursuant to the Employee Matters Agreement, dated as of June 8, 2015, between Issuer and Babcock & Wilcox Enterprises, Inc. in connection with Issuer's spin-off of its Power Generation business on June 30, 2015.

F3: One-third of stock options are vested. The remaining two-thirds of the stock options will vest in two equal annual installments beginning September 30, 2015.

F4: Stock options vest in three equal annual installments beginning March 2, 2016.

F5: RSUs vest in two equal annual installments beginning September 30, 2015.

F6: RSUs vest in two equal annual installments beginning November 13, 2015.

F7: 100% of RSUs cliff vest on March 2, 2018.

F8: RSUs vest in three equal annual installments beginning March 2, 2016.