John A Fees Form 4 BWX / JOHN A FEES ownership change

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^*

FEES JOHN A

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2020

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	12/01/2020		M		3,375	A	$0	79,962	D
Common Stock	12/01/2020		S		9,700	D	$57.26(1)	70,262	D
Common Stock	12/02/2020		S		24,684	D	$56.45(2)	45,578	D

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
Dividend Equivalent Rights	(3)	12/01/2020		M			209	(3)	(3)	Common Stock	209	$0	1,045.17	D
Restricted Stock Units	$0.0	12/01/2020		M			987	(4)	(4)	Common Stock	987	$0	3,950	D
Restricted Stock Units	$0.0	12/01/2020		M			1,136	(5)	(5)	Common Stock	1,136	$0	4,547	D
Restricted Stock Units	$0.0	12/01/2020		M			1,043	(6)	(6)	Common Stock	1,043	$0	4,174	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

Remarks:

	/s/ John A. Fees, by Theresa B. Taylor, attorney-in-fact	12/03/2020
	** 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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