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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

12/1/2021
(Street)

LYNCHBURG, VA 24504
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 12/1/2021  M  3412 A$0 48990 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Dividend Equivalent Rights  (1)12/1/2021  M     245   (1) (1)Common Stock 245.0 $0 1564.79 D  
Restricted Stock Units $0.0 12/1/2021  M     987   (2) (2)Common Stock 987.0 $0 2963 D  
Restricted Stock Units $0.0 12/1/2021  M     1136   (3) (3)Common Stock 1136.0 $0 3411 D  
Restricted Stock Units $0.0 12/1/2021  M     1044   (4) (4)Common Stock 1044.0 $0 3130 D  

Explanation of Responses:
(1) 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, 2021.
(2) 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.
(3) On May 14, 2012, the reporting person was granted restricted stock units which were deferred and paid out in one-fifth annual installments beginning December 1, 2020.
(4) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
FEES JOHN A
800 MAIN STREET
4TH FLOOR
LYNCHBURG, VA 24504
X



Signatures
/s/ John A. Fees, by Theresa B. Taylor, attorney-in-fact12/3/2021
**Signature of Reporting PersonDate

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