BWX Technologies, Inc. — Director's Dealing 2016

Mar 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Henry Joseph G (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-03	Common Stock	M	787	$0.00	Acquired	21758	Direct
2016-03-03	Common Stock	F	253	$32.47	Disposed	21505	Direct
2016-03-03	Common Stock	M	233	$0.00	Acquired	21738	Direct
2016-03-03	Common Stock	F	76	$32.47	Disposed	21662	Direct
2016-03-03	Common Stock	M	344	$0.00	Acquired	22006	Direct
2016-03-03	Common Stock	F	113	$32.47	Disposed	21893	Direct
2016-03-03	Common Stock	M	1163	$0.00	Acquired	23056	Direct
2016-03-03	Common Stock	F	374	$32.47	Disposed	22682	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-03	Restricted Stock Unit	$0.00	M	787	Disposed	2017-03-03	Common Stock (787)	Direct
2016-03-03	Restricted Stock Unit	$0.00	M	233	Disposed	2017-03-03	Common Stock (233)	Direct
2016-03-03	Restricted Stock Unit	$0.00	M	344	Disposed	2017-03-03	Common Stock (344)	Direct
2016-03-03	Restricted Stock Unit	$0.00	M	1163	Disposed	2017-03-03	Common Stock (1163)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1120	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: Restricted stock units vest in three equal annual installments beginning March 3, 2015.

F3: Restricted stock units cliff vest on March 3, 2017 but are subject to partial accelerated vesting because the Reporting Person is at least 65 years old prior to the third anniversary of the grant date for the restricted stock units.