BWX Technologies, Inc. — Director's Dealing 2017

Mar 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Kerr Jason S. (VP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-03	Common Stock	M	1363	—	Acquired	3074	Direct
2017-03-03	Common Stock	F	443	$47.49	Disposed	2631	Direct
2017-03-03	Common Stock	M	231	—	Acquired	2862	Direct
2017-03-03	Common Stock	F	76	$47.79	Disposed	2786	Direct
2017-03-03	Common Stock	M	1173	—	Acquired	3959	Direct
2017-03-03	Common Stock	S	1173	$47.90	Disposed	2786	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-03	Restricted Stock Unit	$0.0	M	1363	Disposed	2017-03-03	Common Stock (1363.0)	Direct
2017-03-03	Restricted Stock Unit	$0.0	M	231	Disposed	2017-03-03	Common Stock (231.0)	Direct
2017-03-03	Stock Option (right to buy)	$24.97	M	1173	Disposed	2021-03-03	Common Stock (1173.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	287	Indirect

Footnotes

F1: Based on number of units held in the BWXT Thrift Plan and the fair market value of BWXT common stock as of March 1, 2017.

F2: 100% of RSUs cliff vest on March 3, 2017.

F3: Restricted stock units vest in three equal annual installments beginning March 3, 2015.

F4: For each exercise of stock options by the reporting person, the Issuer withheld shares of BWXT common stock to satisfy the exercise price of such options and tax withholding obligations.