BWX Technologies, Inc. — Director's Dealing 2016

Mar 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BWX Technologies, Inc. (BWXT)
CIK: 0001486957
Period of Report: 2016-03-04

Reporting Person: Baker Peyton S. (Director, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-04	Common Stock	M	33	$0.00	Acquired	66461	Direct
2016-03-04	Common Stock	F	33	$32.34	Disposed	66428	Direct
2016-03-04	Common Stock	M	201	$0.00	Acquired	66629	Direct
2016-03-04	Common Stock	F	201	$32.34	Disposed	66428	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-04	Restricted Stock Unit	$0.00	M	33	Disposed	2016-03-04	Common Stock (33)	Direct
2016-03-04	Restricted Stock Unit	$0.00	M	201	Disposed	2016-03-04	Common Stock (201)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2116	Indirect

Footnotes

F1: Based on number of units held in BWXT Thrift Plan and the fair market value of BWXT common stock as of February 24, 2016.

F2: The Reporting Person elected to defer receipt of all shares underlying the restricted stock units. On March 4, 2016, 703 restricted stock units vested and 33 of those shares were withheld to fulfill tax obligations. In accordance with the Reporting Person's deferral election, shares will be delivered to the Reporting Person in either a lump sum or in installments beginning on the Reporting Person's termination of employment, depending on the Reporting Person's deferral election.

F3: Restricted stock units vest in three equal annual installments beginning March 4, 2014 but are subject to accelerated vesting because the Reporting Person is at least 60 years old and has at least 10 years of service with BWX Technologies, Inc. prior to the third anniversary of the grant date for the restricted stock units.

F4: The Reporting Person elected to defer receipt of all shares underlying the restricted stock units. On March 4, 2016, 4,260 restricted stock units vested and 201 of those shares were withheld to fulfill tax obligations. In accordance with the Reporting Person's deferral election, shares will be delivered to the Reporting Person in either a lump sum or in installments beginning on the Reporting Person's termination of service employment, depending on the Reporting Person's deferral election.

F5: Restricted stock units cliff vest 100% on March 4, 2016 but are subject to accelerated vesting because the Reporting Person is at least 60 years old and has at least 10 years of service with BWX Technologies, Inc. prior to the third anniversary of the grant date for the restricted stock units.