BWX Technologies, Inc. — Director's Dealing 2017

Mar 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BWX Technologies, Inc. (BWXT)
CIK: 0001486957
Period of Report: 2017-03-07

Reporting Person: Blue Harbour Group, L.P. (Director, See Remarks)
Reporting Person: Blue Harbour Holdings, LLC (Director, See Remarks)
Reporting Person: ROBBINS CLIFTON S (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-07	Common Stock, par value $0.01 per share ("Common Stock")	S	5273159	$45.67	Disposed	5287927	Indirect

Footnotes

F1: This Form 4 is filed by Blue Harbour Group, L.P. (the "Manager"), Blue Harbour Holdings, LLC ("Manager GP") and Clifton S. Robbins. Manager GP is the general partner of Manager. Mr. Robbins is the managing member of Manager GP.

F2: Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein to the extent of his or its pecuniary interest therein, but disclaims beneficial ownership in excess of such amount; and pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.