SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Fox William A. III

(Last)

(First)

(Middle)

800 MAIN STREET, 4TH FLOOR

(Street)

LYNCHBURG

24504

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2015

3. Issuer Name and Ticker or Trading Symbol
BWX Technologies, Inc. [ BWXT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,838	D
Common Stock	426⁽¹⁾	I	401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)⁽²⁾	⁽³⁾	09/30/2020	Common Stock	13,845	$33.72	D
Stock Option (right to buy)⁽²⁾	⁽⁴⁾	03/02/2025	Common Stock	23,742	$30.92	D
Restricted Stock Unit	⁽⁵⁾	09/30/2016	Common Stock	1,974	$0.00	D
Restricted Stock Unit	⁽⁶⁾	11/13/2016	Common Stock	3,630	$0.00	D
Restricted Stock Unit⁽²⁾	⁽⁷⁾	03/02/2018	Common Stock	4,399	$0.00	D
Restricted Stock Unit⁽²⁾	⁽⁸⁾	03/02/2018	Common Stock	4,260	$0.00	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 25, 2015.

2. Number of underlying shares and exercise price are subject to adjustment pursuant to the Employee Matters Agreement, dated as of June 8, 2015, between Issuer and Babcock & Wilcox Enterprises, Inc. in connection with Issuer's spin-off of its Power Generation business on June 30, 2015.

3. One-third of stock options are vested. The remaining two-thirds of the stock options will vest in two equal annual installments beginning September 30, 2015.

4. Stock options vest in three equal annual installments beginning March 2, 2016.

5. RSUs vest in two equal annual installments beginning September 30, 2015.

6. RSUs vest in two equal annual installments beginning November 13, 2015.

7. 100% of RSUs cliff vest on March 2, 2018.

8. RSUs vest in three equal annual installments beginning March 2, 2016.

Remarks:

President, BWXT Technical Services Group, Inc. President, BWXT Nuclear Energy, Inc. President, BWXT mPower, Inc. Exhibit List: Exhibit 24 - Power of Attorney

	/s/ William A. Fox III, 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 5 (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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