SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Baker Peyton S.
(Last) (First) (Middle)
800 MAIN STREET, 4TH FLOOR
(Street)
LYNCHBURG VA 24504
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BWX Technologies, Inc. [ BWXT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/01/2015 M 2,550 A $0.00 65,605 D
Common Stock 07/01/2015 F 937 D $24.45 64,668 D
Common Stock 2,105(1) I 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $24.45 07/01/2015 A 73,734 (2) 07/01/2025 Common Stock 73,734 $0.00 73,734 D
Restricted Stock Unit $0.00 07/01/2015 A 12,930 (3) 07/01/2018 Common Stock 12,930 $0.00 12,930 D
Restricted Stock Unit $0.00 07/01/2015 A 13,348 (4) 07/01/2018 Common Stock 13,348 $0.00 13,348 D
Restricted Stock Unit $0.00 07/01/2015 A(5) 1,619 (6) 03/03/2017 Common Stock 1,619 $0.00 1,619 D
Restricted Stock Unit $0.00 07/01/2015 M 405 (6) 07/01/2015 Common Stock 405 $0.00 1,214 D
Restricted Stock Unit $0.00 07/01/2015 A(5) 8,022 (7) 03/03/2017 Common Stock 8,022 $0.00 8,022 D
Restricted Stock Unit $0.00 07/01/2015 M 2,006 (7) 07/01/2015 Common Stock 2,006 $0.00 6,016 D
Restricted Stock Unit $0.00 07/01/2015 A(5) 8,520 (8) 03/04/2016 Common Stock 8,520 $0.00 8,520 D
Restricted Stock Unit $0.00 07/01/2015 M(9) 139 (8) 07/01/2015 Common Stock 139 $0.00 8,381 D
Explanation of Responses:
1. Based on number of units held in the BWXT Thrift Plan and the fair market value of BWXT common stock as of June 26, 2015.
2. Stock options vest in three equal annual installments beginning July 1, 2016.
3. RSUs vest in three equal annual installments beginning July 1, 2016.
4. 100% of RSUs cliff vest on July 1, 2018.
5. In connection with the spin-off of Babcock & Wilcox Enterprises, Inc. and pursuant to the terms of the Employee Matters Agreement, dated as of June 8, 2015, between the Issuer and Babcock & Wilcox Enterprises, Inc., Performance RSUs granted under the Amended and Restated 2010 Long-Term Incentive Plan, which would have been payable following the three-year performance period ending on the vesting date and based upon achievement of certain performance levels, converted into RSUs.
6. One-quarter of the RSUs vested on July 1, 2015. The remaining three-quarters of the RSUs will cliff vest on March 3, 2017.
7. One-quarter of the RSUs vested on July 1, 2015. The remaining three-quarters of the RSUs will cliff vest on March 3, 2017.
8. One-half of the RSUs vested on July 1, 2015. The remaining one-half of the RSUs will vest on March 4, 2016.
9. The reporting person elected to defer receipt of all shares underlying the RSUs. On July 1, 2015, 4,260 RSUs vested and 139 of those shares were withheld to fulfill tax obligations. In accordance with his deferral election, vested shares will be delivered to the reporting person in one lump sum six months following termination of employment.
Remarks:
Chief Executive Officer and President Exhibit List: Exhibit 24-Power of Attorney
/s/ Peyton Sandy Baker, by Theresa B. Taylor, attorney-in-fact 07/06/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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