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*
Whitford Ronald Owen Jr

(Last) (First) (Middle)
800 MAIN STREET

(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)
SVP, General Counsel and Sec.
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2023
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 02/27/2023 M 3,333 A $0 7,037 D
Common Stock 02/27/2023 F 1,463 D $61.7 5,574 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
Restricted Stock Units $0.0 02/27/2023 M 411 (1) (1) Common Stock 411 $0 0 D
Restricted Stock Units $0.0 02/27/2023 M 2,922 (2) (2) Common Stock 2,922 $0 0 D
Restricted Stock Units $0.0 02/27/2023 A 1,620 (3) 02/27/2026 Common Stock 1,620 $0 1,620 D
Employee Stock Option (right to buy) $61.7 02/27/2023 A 6,276 (4) 02/27/2033 Common Stock 6,276 $0 6,276 D
Explanation of Responses:
1. RSUs vest in three equal annual installments beginning February 27, 2021.
2. Represents performance restricted stock units ("PRSU") awarded on February 27, 2020 for the performance period January 1, 2020 through December 31, 2022 for which performance goals have been achieved and certified on February 22, 2023. Each PRSU represents the right to one share of the issuer's common stock. The PRSUs vested on February 27, 2023.
3. RSUs vest in three equal annual installments beginning February 27, 2024.
4. Stock options vest in three equal annual installments beginning February 27, 2024.
Remarks:
/s/ Ronald O. Whitford Jr., by Theresa B. Taylor, attorney-in-fact 03/01/2023
** 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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