BWX Technologies, Inc.

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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

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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^*

LeMasters Robb A.

(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)
SVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2024

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
Common Stock	02/25/2024		M		3,847	A	$0	31,802	D
Common Stock	02/25/2024		F		1,765⁽¹⁾	D	$89.83	30,037	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)
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)
Restricted Stock Units	$0	02/25/2024		M			989	⁽²⁾	02/25/2024	Common Stock	989	$0	0	D
Restricted Stock Units	$0	02/25/2024		M			2,802	⁽³⁾	⁽³⁾	Common Stock	2,802	$0	0	D
Restricted Stock Units	$0	02/25/2024		A		1,380		⁽⁴⁾	⁽⁴⁾	Common Stock	1,380	$0	1,380	D
Restricted Stock Units	$0	02/25/2024		M			56	⁽⁴⁾	⁽⁴⁾	Common Stock	56	$0	1,324	D

Explanation of Responses:

1. The reported transaction includes the withholding of 56 shares of common stock converted to pay taxes associated with the deferral by the reporting person of a portion of the Performance Restricted Stock Unit ("PRSU") award vesting on February 25, 2024.

2. RSUs vest in three equal annual installments beginning February 25, 2022.

3. Represents a portion of the performance restricted stock units ('PRSUs') awarded on February 25, 2021 for the performance period January 1, 2021 through December 31, 2023 for which performance goals have been achieved and certified on February 23, 2024. Each PRSU represents the right to one share of the issuer's common stock. The PRSU vested on February 25, 2024.

4. Represents a portion of the performance restricted stock units ('PRSUs') awarded on February 25, 2021 for the performance period January 1, 2021 through December 31, 2023 for which performance goals have been achieved and certified on February 23, 2024. Each PRSU represents the right to one share of the issuer's common stock. The PRSUs vested on February 25, 2024, but the reporting person elected to defer receipt of shares underlying 1,380 of his vested PRSUs. In accordance with his deferral election, vested shares will be delivered to the reporting person in five annual installments following termination of his employment with the issuer. 56 of the vested PRSUs were converted to common stock to pay taxes associated with the deferral.

Remarks:

	/s/ Robb A. LeMasters, by Theresa B. Taylor, attorney-in-fact	02/27/2024
	** 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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