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Filing Details

Accession Number:: 0001062993-22-009025
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-03-30 18:56:00
Reporting Period:: 2022-03-28

Accepted Time:: 2022-03-30 18:56:00
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
892537	Mantech International Corp	MANT	Services-Management Services (8741)	221852179

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1144426	J George Pedersen	2251 Corporate Park Drive Suite 600 Herndon VA 20171		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Acquisiton	2022-03-28	11,580,000	$0.00	11,580,000	No	4	C	Direct
Class A Common Stock	Disposition	2022-03-29	2,773,389	$79.33	8,806,611	No	4	S	Direct
Class A Common Stock	Disposition	2022-03-29	6,611,454	$77.76	2,195,157	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2022-03-28	11,580,000	$0.00	11,580,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,561,760			No	4	C	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			1,168	1,168	Indirect
Class A Common Stock	Class B Common Stock	$0.00			33,767	33,767	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	1,168	1,168	Indirect
	33,767	33,767	Indirect

Footnotes

The conversion of Class B shares and other transactions reported herein were done as part of broader estate planning by Mr. Pedersen.
Mr. Pedersen sold these shares to The Pederson GST 2022 Trust (the "GST"). The trust's grantor is Mr. Pedersen, its trustee is his daughter, Jennifer A. Warren, and its beneficiaries are Mr. Pedersen's children and their descendants.
Mr. Pedersen sold these shares to The Pederson Nonexempt 2022 Trust (the "PNT"). The trust's grantor is Mr. Pedersen, its trustee is his daughter, Jennifer A. Warren, and its beneficiaries are Mr. Pedersen's children and their descendants.
The Class B Common Stock is convertible into Class A Common Stock at any time on a one-for-one basis, and has no expiration date. On March 28, 2022, Mr. Pedersen converted a total of 11,580,000 shares of his Class B Common Stock into 11,580,000 shares of Class A Common Stock.
The shares were sold in a private transaction to the GST. The price was determined based on the opinion of an independent valuation firm, which reflects a discount to the market price given the large block of shares sold and other factors. The GST paid $22,000,000 in cash and executed a promissory note in the aggregate principal amount of $197,999,984 for the shares.
The shares were sold in a private transaction to the PNT. The price was determined based on the opinion of an independent valuation firm, which reflects a discount to the market price given the large block of shares sold and other factors. The PNT paid $51,409,330 in cash and marketable securities, and executed a promissory note in the aggregate principal amount of $462,683,945 for the shares.
The shares are held by the ManTech Special Assistance Fund, a fund over which Mr. Pedersen has voting and investment control and as to which Mr. Pedersen disclaims beneficial ownership.