Jason S. Kerr Form 4 BWX / Jason S. Kerr 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^*

Kerr Jason 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021

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	03/01/2021		M		515	A	$0	8,414	D
Common Stock	03/01/2021		F		247	D	$60	8,167	D
Common Stock	03/02/2021		M		457	A	$0	8,624	D
Common Stock	03/02/2021		A(1)		2,077	A	$0	10,701	D
Common Stock	03/02/2021		F		1,105	D	$60.45	9,596	D
Common Stock	03/01/2021		S		2,500	D	$60.53(2)	7,566	D
Common Stock								300	I	401(k) Plan(3)

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
Restricted Stock Units	$0.0	03/01/2021		M			515	(4)	03/01/2022	Common Stock	515	$0	515	D
Restricted Stock Units	$0.0	03/02/2021		M			457	(5)	03/02/2020	Common Stock	457	$0	0	D

Explanation of Responses:

1. Represents performance restricted stock units ("PRSU") awarded on March 2, 2018 for the performance period January 1, 2018 through December 31, 2020, for which performance goals have been achieved and approved on February 19, 2021. Each PRSU represents the right to one share of the issuer's common stock. The PRSUs vested on March 2, 2021.

2. The price is a weighted average price. These shares were sold in 15 transactions at prices ranging from $60.49 to $60.60. 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

3. Based on the number of units held in the BWXT Thrift Plan and the fair market value of BWXT common stock as of December 31, 2020.

4. RSUs vest in three equal annual installments beginning March 1, 2019.

5. RSUs vest in three equal annual installments beginning March 2, 2018.

Remarks:

	/s/ Jason S. Kerr, by Theresa B. Taylor, attorney-in-fact	03/03/2021
	** 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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