BWX Technologies, Inc. — Director's Dealing 2015

Jul 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Black David S (See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-01	Stock Option (right to buy)	$24.45	A	15156	Acquired	2025-07-01	Common Stock (15156)	Direct
2015-07-01	Restricted Stock Unit	$0.00	A	2658	Acquired	2018-07-01	Common Stock (2658)	Direct
2015-07-01	Restricted Stock Unit	$0.00	A	2743	Acquired	2018-07-01	Common Stock (2743)	Direct
2015-07-01	Restricted Stock Unit	$0.00	A	4251	Acquired	2017-03-03	Common Stock (4251)	Direct
2015-07-01	Restricted Stock Unit	$0.00	A	5312	Acquired	2016-03-04	Common Stock (5312)	Direct

Footnotes

F1: Stock options vest in three equal annual installments beginning July 1, 2016.

F2: RSUs vest in three equal annual installments beginning July 1, 2016.

F3: 100% of RSUs cliff vest on July 1, 2018.

F4: In connection with the spin-off of Babcock & Wilcox Enterprises, Inc. and pursuant to the terms of the Employee Matters Agreement, dated as of June 8, 2015, between the Issuer and Babcock & Wilcox Enterprises, Inc., Performance RSUs granted under the Amended and Restated 2010 Long-Term Incentive Plan of the Issuer, which would have been payable following the three-year performance period ending on the vesting date and based upon achievement of certain performance levels, converted into RSUs.

F5: 100% of RSUs cliff vest on March 3, 2017.

F6: 100% of RSUs cliff vest on March 4, 2016.