BWX Technologies, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Bash Benjamin H.

(Last)

(First)

(Middle)

800 MAIN STREET, 4TH FLOOR

(Street)

LYNCHBURG

24504

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2015

3. Issuer Name and Ticker or Trading Symbol
BWX Technologies, Inc. [ BWXT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,856	D
Common Stock	475⁽¹⁾	I	401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)⁽²⁾	⁽³⁾	03/05/2016	Common Stock	2,691	10.58	D
Stock Option (right to buy)⁽²⁾	⁽⁴⁾	03/04/2017	Common Stock	1,169	24.55	D
Stock Option (right to buy)⁽²⁾	⁽⁵⁾	03/04/2018	Common Stock	3,015	34.55	D
Stock Option (right to buy)⁽²⁾	⁽⁶⁾	03/05/2019	Common Stock	2,847	26.59	D
Stock Option (right to buy)⁽²⁾	⁽⁷⁾	03/04/2020	Common Stock	5,343	26.8	D
Stock Option (right to buy)⁽²⁾	⁽⁸⁾	03/03/2021	Common Stock	5,484	32.69	D
Stock Option (right to buy)⁽²⁾	⁽⁹⁾	03/02/2025	Common Stock	9,498	30.92	D
Restricted Stock Unit	⁽¹⁰⁾	03/04/2016	Common Stock	381	0.00	D
Restricted Stock Unit	⁽¹¹⁾	03/03/2017	Common Stock	678	0.00	D
Restricted Stock Unit⁽²⁾	⁽¹²⁾	03/02/2018	Common Stock	1,759	0.00	D
Restricted Stock Unit⁽²⁾	⁽¹³⁾	03/02/2018	Common Stock	1,704	0.00	D

Explanation of Responses:

1. Based on number of units held in the BWXT Thrift Plan and the fair market value of BWXT common stock as of June 25, 2015.

2. Number of underlying shares and exercise price are subject to adjustment pursuant to the Employee Matters Agreement, dated as of June 8, 2015, between Issuer and Babcock & Wilcox Enterprises, Inc. in connection with Issuer's spin-off of its Power Generation business on June 30, 2015.

3. 100% of the stock options are vested.

4. 100% of the stock options are vested.

5. 100% of the stock options are vested.

6. 100% of the stock options are vested.

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

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

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

10. 100% of RSUs vest on March 4, 2016.

11. RSUs vest in two equal annual installments beginning March 3, 2016.

12. 100% of RSUs cliff vest on March 2, 2018.

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

Remarks:

Senior Vice President, Human Resources Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Benjamin H. Bash, by Theresa B. Taylor, attorney-in-fact	07/06/2015
	** 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 5 (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.

LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of the General Counsel and Corporate Secretary and any Assistant Secretary
of The Babcock & Wilcox Company, which is expected to change its name to BWX
Technologies, Inc. on or about June 30, 2015 (the "Company"), or his or her
designee, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)  execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of the Company, Forms 3, 4, and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;

(2)  do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and

(3)  take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of June, 2015.


Signature: /s/ Benjamin H. Bash
           ----------------------------
Print Name: Benjamin H. Bash