SEC Form 4 · accession 0000899243-15-000614
BWX Technologies, Inc. · BWXT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph G Henry
Officer — See Remarks
Period of report
Jul 1, 2015
Accepted (ET)
Jul 6, 2015 · 8:18 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 | 1,507 | $0.00 | A | 10,371 | D | |
| Common Stock | Jul 1, 2015 | F | 412 | $24.45 | D | 9,959 | D | |
| Common StockF1 | holding | — | — | — | 1,115 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF3 | $0.00 | Jul 1, 2015 | A | 1,376 | A | — | Mar 3, 2017 | Common Stock | 1,376 | 1,376 | D |
| Restricted Stock UnitF3 | $0.00 | Jul 1, 2015 | M | 344 | D | — | Jul 1, 2015 | Common Stock | 344 | 1,032 | D |
| Restricted Stock UnitF4 | $0.00 | Jul 1, 2015 | A | 4,652 | A | — | Mar 3, 2017 | Common Stock | 4,652 | 4,652 | D |
| Restricted Stock UnitF4 | $0.00 | Jul 1, 2015 | M | 1,163 | D | — | Jul 1, 2015 | Common Stock | 1,163 | 3,489 | D |
| Restricted Stock UnitF5 | $0.00 | Jul 1, 2015 | A | 5,502 | A | — | Mar 4, 2016 | Common Stock | 5,502 | 5,502 | 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 25, 2015.
- F2In connection with the spin-off of Babcock & Wilcox Enterprises, Inc. from the Issuer 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 of the Issuer, 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.
- F3One-quarter of the RSUs vested on July 1, 2015. The remaining three-quarters of the RSUs will cliff vest on March 3, 2017.
- F4One-quarter of the RSUs vested on July 1, 2015. The remaining three-quarters of the RSUs will cliff vest on March 3, 2017.
- F5100% of RSUs cliff vest on March 4, 2016.
Remarks
President, BWXT Nuclear Operations Group Inc.