BWX Technologies, Inc. — Director's Dealing 2015

Jul 8, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BWX Technologies, Inc. (BWXT)
CIK: 0001486957
Period of Report: 2015-07-06

Reporting Person: Kerr Jason S. (See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-06	Stock Option (right to buy)	$23.62	A	1958	Acquired	2025-03-02	Common Stock (1958)	Direct
2015-07-06	Stock Option (right to buy)	$24.97	D	211	Disposed	2021-03-03	Common Stock (211)	Direct
2015-07-06	Stock Option (right to buy)	$20.47	D	136	Disposed	2020-03-04	Common Stock (136)	Direct
2015-07-06	Stock Option (right to buy)	$20.31	D	74	Disposed	2019-03-05	Common Stock (74)	Direct
2015-07-06	Stock Option (right to buy)	$26.39	D	50	Disposed	2018-03-04	Common Stock (50)	Direct
2015-07-06	Restricted Stock Unit	$0.00	A	352	Acquired	2018-03-02	Common Stock (352)	Direct
2015-07-06	Restricted Stock Unit	$0.00	A	363	Acquired	2018-03-02	Common Stock (363)	Direct

Footnotes

F1: Represents adjustments made pursuant to the Employee Matters Agreement, dated as of June 8, 2015, between the Issuer and Babcock & Wilcox Enterprises, Inc. and the Issuer's Amended and Restated 2010 Long-Term Incentive Plan in connection with the Issuer's spin-off of Babcock & Wilcox Enterprises, Inc. on June 30, 2015.

F2: Stock options vest in three equal annual installments beginning March 2, 2016.

F3: One-third of stock options are vested. The remaining two-thirds of the stock options will vest in two equal annual installments beginning March 3, 2016.

F4: Two-thirds of stock options are vested. The remaining one-third of the stock options will vest March 4, 2016.

F5: 100% of stock options are vested.

F6: 100% of stock options are vested.

F7: RSUs vest in three equal annual installments beginning March 2, 2016.

F8: 100% of RSUs cliff vest on March 2, 2018.