SEC Form 4 · accession 0000899243-15-000605
BWX Technologies, Inc. · BWXT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peyton S. Baker
Officer — See Remarks · Director
Period of report
Jul 1, 2015
Accepted (ET)
Jul 6, 2015 · 8:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001486957
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jul 1, 2015 | M | 2,550 | $0.00 | A | 65,605 | D | |
| Common Stock | Jul 1, 2015 | F | 937 | $24.45 | D | 64,668 | D | |
| Common StockF1 | holding | — | — | — | 2,105 | I | 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $24.45 | Jul 1, 2015 | A | 73,734 | A | — | Jul 1, 2025 | Common Stock | 73,734 | 73,734 | D |
| Restricted Stock UnitF3 | $0.00 | Jul 1, 2015 | A | 12,930 | A | — | Jul 1, 2018 | Common Stock | 12,930 | 12,930 | D |
| Restricted Stock UnitF4 | $0.00 | Jul 1, 2015 | A | 13,348 | A | — | Jul 1, 2018 | Common Stock | 13,348 | 13,348 | D |
| Restricted Stock UnitF6 | $0.00 | Jul 1, 2015 | A | 1,619 | A | — | Mar 3, 2017 | Common Stock | 1,619 | 1,619 | D |
| Restricted Stock UnitF6 | $0.00 | Jul 1, 2015 | M | 405 | D | — | Jul 1, 2015 | Common Stock | 405 | 1,214 | D |
| Restricted Stock UnitF7 | $0.00 | Jul 1, 2015 | A | 8,022 | A | — | Mar 3, 2017 | Common Stock | 8,022 | 8,022 | D |
| Restricted Stock UnitF7 | $0.00 | Jul 1, 2015 | M | 2,006 | D | — | Jul 1, 2015 | Common Stock | 2,006 | 6,016 | D |
| Restricted Stock UnitF8 | $0.00 | Jul 1, 2015 | A | 8,520 | A | — | Mar 4, 2016 | Common Stock | 8,520 | 8,520 | D |
| Restricted Stock UnitF8 | $0.00 | Jul 1, 2015 | M | 139 | D | — | Jul 1, 2015 | Common Stock | 139 | 8,381 | D |
Explanation of responses
- F1Based on number of units held in the BWXT Thrift Plan and the fair market value of BWXT common stock as of June 26, 2015.
- F2Stock options vest in three equal annual installments beginning July 1, 2016.
- F3RSUs vest in three equal annual installments beginning July 1, 2016.
- F4100% of RSUs cliff vest on July 1, 2018.
- F5In connection with the spin-off of Babcock & Wilcox Enterprises, Inc. and pursuant to the terms of the Employee Matters Agreement, dated as of June 8, 2015, between the Issuer and Babcock & Wilcox Enterprises, Inc., Performance RSUs granted under the Amended and Restated 2010 Long-Term Incentive Plan, which would have been payable following the three-year performance period ending on the vesting date and based upon achievement of certain performance levels, converted into RSUs.
- F6One-quarter of the RSUs vested on July 1, 2015. The remaining three-quarters of the RSUs will cliff vest on March 3, 2017.
- F7One-quarter of the RSUs vested on July 1, 2015. The remaining three-quarters of the RSUs will cliff vest on March 3, 2017.
- F8One-half of the RSUs vested on July 1, 2015. The remaining one-half of the RSUs will vest on March 4, 2016.
- F9The reporting person elected to defer receipt of all shares underlying the RSUs. On July 1, 2015, 4,260 RSUs vested and 139 of those shares were withheld to fulfill tax obligations. In accordance with his deferral election, vested shares will be delivered to the reporting person in one lump sum six months following termination of employment.
Remarks
Chief Executive Officer and President Exhibit List: Exhibit 24-Power of Attorney