SEC Info - Cook Bonnie - ‘4’ for 9/14/22 re: Mantech International Corp.

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Cook Bonnie

(Last)

(First)

(Middle)

2251 CORPORATE PARK DRIVE

(Street)

HERNDON

20171

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MANTECH INTERNATIONAL CORP [ MANT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP Business Operations

3. Date of Earliest Transaction (Month/Day/Year)
9/14/22

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	9/14/22		D		12,927	D	$96 ⁽¹⁾	0	D
Class A Common Stock	9/14/22		D		847	D	$96 ⁽¹⁾	0	I	By the ManTech Employee Stock Ownership Plan

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	9/14/22		D			1,377	⁽²⁾	⁽²⁾	Class A Common Stock	1,377	⁽²⁾	0	D
Restricted Stock Units	⁽³⁾	9/14/22		D			830	⁽³⁾	⁽³⁾	Class A Common Stock	830	⁽³⁾	0	D
Restricted Stock Units	⁽⁴⁾	9/14/22		D			4,107	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	4,107	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁵⁾	9/14/22		D			7,610	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	7,610	⁽⁵⁾	0	D
Stock Option (Right to Buy)	⁽⁶⁾	9/14/22		D			3,750	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	3,750	⁽⁶⁾	0	D
Stock Option (Right to Buy)	⁽⁷⁾	9/14/22		D			6,300	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	6,300	⁽⁷⁾	0	D
Stock Option (Right to Buy)	⁽⁸⁾	9/14/22		D			6,300	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	6,300	⁽⁸⁾	0	D
Stock Option (Right to Buy)	⁽⁹⁾	9/14/22		D			6,800	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	6,800	⁽⁹⁾	0	D
Stock Option (Right to Buy)	⁽¹⁰⁾	9/14/22		D			6,800	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	6,800	⁽¹⁰⁾	0	D

Explanation of Responses:

(1) Pursuant to the Agreement and Plan of Merger, dated as of May 13, 2022 (the "Merger Agreement"), by and among ManTech International Corporation (the "Company"), Moose Bidco, Inc. ("Parent"), and Moose Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), the Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Class A Common Stock, par value $0.01 per share, of the Company and Class B Common Stock, par value $0.01 per share, of the Company was canceled and converted into the right to receive $96.00 in cash, without interest and less any applicable tax withholdings (the "Merger Consideration").

(2) Pursuant to the Merger Agreement, each restricted stock unit award granted by the Company ("RSU") that is outstanding immediately prior to the effective time of the Merger (whether or not vested) will immediately vest in full and become free of restrictions and will be cancelled and converted automatically into the right to receive a cash payment equal to the product of (1) the number of shares of Company Common Stock subject to such RSU as of the effective time of the Merger, multiplied by (2) the Merger Consideration. The reporting person was granted 4,130 RSUs on March 15, 2020, vesting in three annual installments, beginning on the first anniversary of the grant date and converting into common stock on a one-for-one basis.

(3) Pursuant to the Merger Agreement, each RSU that is outstanding immediately prior to the effective time of the Merger (whether or not vested) will immediately vest in full and become free of restrictions and will be cancelled and converted automatically into the right to receive a cash payment equal to the product of (1) the number of shares of Company Common Stock subject to such RSU as of the effective time of the Merger, multiplied by (2) the Merger Consideration. The reporting person was granted 2,490 RSUs on July 31, 2020, vesting in three annual installments, beginning on the first anniversary of the grant date and convert into common stock on a one-for-one basis.

(4) Pursuant to the Merger Agreement, each RSU that is outstanding immediately prior to the effective time of the Merger (whether or not vested) will immediately vest in full and become free of restrictions and will be cancelled and converted automatically into the right to receive a cash payment equal to the product of (1) the number of shares of Company Common Stock subject to such RSU as of the effective time of the Merger, multiplied by (2) the Merger Consideration. The reporting person was granted 6,160 RSUs on March 15, 2021, vesting in three annual installments, beginning on the first anniversary of the grant date and converting into common stock on a one-for-one basis.

(5) Pursuant to the Merger Agreement, each RSU that is outstanding immediately prior to the effective time of the Merger (whether or not vested) will immediately vest in full and become free of restrictions and will be cancelled and converted automatically into the right to receive a cash payment equal to the product of (1) the number of shares of Company Common Stock subject to such RSU as of the effective time of the Merger, multiplied by (2) the Merger Consideration. The reporting person was granted 7,610 RSUs on March 1, 2022, vesting in three annual installments, beginning on the first anniversary of the grant date and converting into common stock on a one-for-one basis.

(6) Pursuant to the Merger Agreement, each stock option granted by the Company that is unexercised immediately prior to the effective time of the Merger (whether or not vested) will immediately be cancelled and converted automatically into the right to receive a cash payment equal to the Merger Consideration for each such stock option. The options were granted to the reporting person on November 6, 2017, vesting in three annual installments, beginning on the first anniversary of the grant date. At the effective time of Merger, the reporting person owned 3,750 unexercised stock options.

(7) Pursuant to the Merger Agreement, each stock option granted by the Company that is unexercised immediately prior to the effective time of the Merger (whether or not vested) will immediately be cancelled and converted automatically into the right to receive a cash payment equal to the Merger Consideration for each such stock option. The options were granted to the reporting person on March 15, 2018, vesting in three annual installments, beginning on the first anniversary of the grant date. At the effective time of Merger, the reporting person owned 6,300 unexercised stock options.

(8) Pursuant to the Merger Agreement, each stock option granted by the Company that is unexercised immediately prior to the effective time of the Merger (whether or not vested) will immediately be cancelled and converted automatically into the right to receive a cash payment equal to the Merger Consideration for each such stock option. The options were granted to the reporting person on March 15, 2018, vesting in three annual installments, beginning on the first anniversary of the grant date. At the effective time of Merger, the reporting person owned 6,300 unexercised stock options.

(9) Pursuant to the Merger Agreement, each stock option granted by the Company that is unexercised immediately prior to the effective time of the Merger (whether or not vested) will immediately be cancelled and converted automatically into the right to receive a cash payment equal to the Merger Consideration for each such stock option. The options were granted to the reporting person on March 15, 2019, vesting in three annual installments, beginning on the first anniversary of the grant date. At the effective time of Merger, the reporting person owned 6,800 unexercised stock options.

(10) Pursuant to the Merger Agreement, each stock option granted by the Company that is unexercised immediately prior to the effective time of the Merger (whether or not vested) will immediately be cancelled and converted automatically into the right to receive a cash payment equal to the Merger Consideration for each such stock option. The options were granted to the reporting person on November 1, 2019, vesting in three annual installments, beginning on the first anniversary of the grant date. At the effective time of Merger, the reporting person owned 6,800 unexercised stock options.

Remarks:

	/s/ Michael R. Putnam, under a Power of Attorney	9/16/22
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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____________ Transaction Code:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

Cook Bonnie – ‘4’ for 9/14/22 re: Mantech International Corp.

On: Friday, 9/16/22, at 3:38pm ET · For: 9/14/22 · As: Officer · Accession #: 899243-22-31271 · File #: 0-49604

Previous ‘4’: ‘4’ on 8/2/22 for 7/31/22 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Cook Bonnie – ‘4’ for 9/14/22 re: Mantech International Corp.

On: Friday, 9/16/22, at 3:38pm ET · For: 9/14/22 · As: Officer · Accession #: 899243-22-31271 · File #: 0-49604

Previous ‘4’: ‘4’ on 8/2/22 for 7/31/22 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents