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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-03	Common Stock	M	1357	$0.00	Acquired	65080	Direct
2016-03-03	Common Stock	F	449	$32.47	Disposed	64631	Direct
2016-03-03	Common Stock	M	274	$0.00	Acquired	64905	Direct
2016-03-03	Common Stock	F	90	$32.47	Disposed	64815	Direct
2016-03-03	Common Stock	M	2005	$0.00	Acquired	66820	Direct
2016-03-03	Common Stock	F	663	$32.47	Disposed	66157	Direct
2016-03-03	Common Stock	M	405	$0.00	Acquired	66562	Direct
2016-03-03	Common Stock	F	134	$32.47	Disposed	66428	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-03	Restricted Stock Unit	$0.00	M	1357	Disposed	2017-03-03	Common Stock (1357)	Direct
2016-03-03	Restricted Stock Unit	$0.00	M	274	Disposed	2017-03-03	Common Stock (274)	Direct
2016-03-03	Restricted Stock Unit	$0.00	M	2005	Disposed	2017-03-03	Common Stock (2005)	Direct
2016-03-03	Restricted Stock Unit	$0.00	M	405	Disposed	2017-03-03	Common Stock (405)	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: 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.