Matthew A. Tait - Sep 14, 2022 Form 4 Insider Report for MANTECH INTERNATIONAL CORP (MANT)

Role: Chief Operating Officer
Signature: /s/ Michael R. Putnam, under a Power of Attorney
Stock symbol: MANT
Transactions as of: Sep 14, 2022
Transactions value $: -$3,188,544
Form type: 4
Date filed: 9/16/2022, 03:37 PM
Previous filing: Aug 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MANT	Class A Common Stock	Disposed to Issuer	-$3.19M	-33.2K	-100%	$96.00	0	Sep 14, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MANT	Restricted Stock Units	Disposed to Issuer		-5.25K	-100%		0	Sep 14, 2022	Class A Common Stock	5.25K		Direct	F2
transaction	MANT	Restricted Stock Units	Disposed to Issuer		-3.76K	-100%		0	Sep 14, 2022	Class A Common Stock	3.76K		Direct	F3
transaction	MANT	Restricted Stock Units	Disposed to Issuer		-16.5K	-100%		0	Sep 14, 2022	Class A Common Stock	16.5K		Direct	F4
transaction	MANT	Restricted Stock Units	Disposed to Issuer		-26.6K	-100%		0	Sep 14, 2022	Class A Common Stock	26.6K		Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Matthew A. Tait is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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 15,760 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.
F3	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 11,290 RSUs on July 31, 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.
F4	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 24,750 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.
F5	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 26,630 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.