George J. Pedersen - Mar 28, 2022 Form 4 Insider Report for MANTECH INTERNATIONAL CORP (MANT)

Role
10%+ Owner
Signature
/s/ Michael R. Putnam, by power of attorney
Stock symbol
MANT
Transactions as of
Mar 28, 2022
Transactions value $
-$734,093,355
Form type
4
Date filed
3/30/2022, 06:56 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MANT Class A Common Stock Conversion of derivative security +11.6M 11.6M Mar 28, 2022 Direct F1, F4
transaction MANT Class A Common Stock Sale -$220M -2.77M -23.95% $79.33 8.81M Mar 29, 2022 Direct F2, F5
transaction MANT Class A Common Stock Sale -$514M -6.61M -75.07% $77.76 2.2M Mar 29, 2022 Direct F3, F6

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 Class B Common Stock Conversion of derivative security -11.6M -88.12% 1.56M Mar 28, 2022 Class A Common Stock 11.6M Direct F4
holding MANT Class B Common Stock 1.17K Mar 28, 2022 Class A Common Stock 1.17K By spouse F4
holding MANT Class B Common Stock 33.8K Mar 28, 2022 Class A Common Stock 33.8K By fund F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The conversion of Class B shares and other transactions reported herein were done as part of broader estate planning by Mr. Pedersen.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.