Sec Form 4 Filing - FEES JOHN A @ BWX Technologies, Inc. - 2020-12-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FEES JOHN A 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) (Last) (First) (Middle) 800 MAIN STREET, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2020 (Street) LYNCHBURG, VA24504 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 12/01/2020 M 987 ( 4 ) ( 4 ) Common Stock 987 $ 0 3,950 D Restricted Stock Units $ 0 12/01/2020 M 1,136 ( 5 ) ( 5 ) Common Stock 1,136 $ 0 4,547 D Restricted Stock Units $ 0 12/01/2020 M 1,043 ( 6 ) ( 6 ) Common Stock 1,043 $ 0 4,174 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FEES JOHN A 800 MAIN STREET 4TH FLOOR LYNCHBURG, VA24504 X Signatures /s/ John A. Fees, by Theresa B. Taylor, attorney-in-fact 12/03/2020 Signature of Reporting Person Date

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.

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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