SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Kerr Jason S.

(Last)

(First)

(Middle)

800 MAIN STREET, 4TH FLOOR

(Street)

LYNCHBURG

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$23.62⁽¹⁾	07/06/2015		A⁽¹⁾		1,958		⁽²⁾	03/02/2025	Common Stock	1,958	$0.00	8,288	D
Stock Option (right to buy)	$24.97⁽¹⁾	07/06/2015		D⁽¹⁾			211	⁽³⁾	03/03/2021	Common Stock	211	$0.00	3,518	D
Stock Option (right to buy)	$20.47⁽¹⁾	07/06/2015		D⁽¹⁾			136	⁽⁴⁾	03/04/2020	Common Stock	136	$0.00	2,255	D
Stock Option (right to buy)	$20.31⁽¹⁾	07/06/2015		D⁽¹⁾			74	⁽⁵⁾	03/05/2019	Common Stock	74	$0.00	1,219	D
Stock Option (right to buy)	$26.39⁽¹⁾	07/06/2015		D⁽¹⁾			50	⁽⁶⁾	03/04/2018	Common Stock	50	$0.00	829	D
Restricted Stock Unit	$0.00	07/06/2015		A⁽¹⁾		352		⁽⁷⁾	03/02/2018	Common Stock	352	$0.00	1,489	D
Restricted Stock Unit	$0.00	07/06/2015		A⁽¹⁾		363		⁽⁸⁾	03/02/2018	Common Stock	363	$0.00	1,536	D

Explanation of Responses:

1. Represents adjustments made pursuant to the Employee Matters Agreement, dated as of June 8, 2015, between the Issuer and Babcock & Wilcox Enterprises, Inc. and the Issuer's Amended and Restated 2010 Long-Term Incentive Plan in connection with the Issuer's spin-off of Babcock & Wilcox Enterprises, Inc. on June 30, 2015.

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

3. One-third of stock options are vested. The remaining two-thirds of the stock options will vest in two equal annual installments beginning March 3, 2016.

4. Two-thirds of stock options are vested. The remaining one-third of the stock options will vest March 4, 2016.

5. 100% of stock options are vested.

6. 100% of stock options are vested.

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

8. 100% of RSUs cliff vest on March 2, 2018.

Remarks:

Vice President and Chief Accounting Officer

	/s/ Jason S. Kerr, by Theresa B. Taylor, attorney-in-fact	07/08/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.