BWX Technologies, Inc. — Director's Dealing 2020

Dec 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BWX Technologies, Inc. (BWXT)
CIK: 0001486957
Period of Report: 2020-12-01

Reporting Person: FEES JOHN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-01	Common Stock	M	3375	—	Acquired	79962	Direct
2020-12-01	Common Stock	S	9700	$57.26	Disposed	70262	Direct
2020-12-02	Common Stock	S	24684	$56.45	Disposed	45578	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-01	Dividend Equivalent Rights	$	M	209	Disposed		Common Stock (209.0)	Direct
2020-12-01	Restricted Stock Units	$0.0	M	987	Disposed		Common Stock (987.0)	Direct
2020-12-01	Restricted Stock Units	$0.0	M	1136	Disposed		Common Stock (1136.0)	Direct
2020-12-01	Restricted Stock Units	$0.0	M	1043	Disposed		Common Stock (1043.0)	Direct

Footnotes

F1: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.02 to $57.61, inclusive. The reporting person undertakes to provide to BWX Technologies, Inc., any security holder of BWX Technologies, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

F2: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.09 to $56.82, inclusive. The reporting person undertakes to provide to BWX Technologies, Inc., any security holder of BWX Technologies, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

F3: The dividend equivalent rights accrued on the restricted stock unit grants of which the reporting person deferred receipt of the shares underlying the RSU. Each DER represents a contingent right to receive one share of BWXT common stock. In accordance with the deferral election, the DERs were delivered to the reporting person on December 1, 2020.

F4: On May 12, 2011, the reporting person was granted restricted stock units which were deferred and paid out in one-fifth annual installments beginning December 1, 2020.

F5: On May 14, 2012, the reporting person was granted restricted stock units which were deferred and paid out in one-fifth annual installments beginning on December 1, 2020.

F6: On May 10, 2013, the reporting person was granted restricted stock units which were deferred and paid out in one-fifth annual installments beginning December 1, 2020.