Kevin M. Phillips - 14 Sep 2022 Form 4 Insider Report for MANTECH INTERNATIONAL CORP

Reporting relationship: Chairman of the Board and CEO, Director
Issuer ticker: N/A
Reported as of: 14 Sep 2022
Net transaction value: -$13,150,560
SEC form: 4
Accepted by SEC: 16 Sep 2022, 15:34:07 UTC
Prior SEC filing: 17 Mar 2022
Source filing: View source filing
Reporting owner signature: /s/ Michael R. Putnam, under a Power of Attorney

Key filing fact

Kevin M. Phillips filed Form 4 for MANTECH INTERNATIONAL CORP on 16 Sep 2022.

Key facts

This page summarizes Kevin M. Phillips's Form 4 filing for MANTECH INTERNATIONAL CORP.
11 reported transactions and 9 derivative rows are listed below.
Accepted by SEC: 16 Sep 2022, 15:34.

Change

Previous filing in this sequence was filed on 17 Mar 2022.
Current net transaction value: -$13,150,560.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

MANT transaction

Class A Common Stock

Disposed to Issuer

Transaction value: $13,098,528
Shares: -136,443
Change %: -100%
Price: $96.00
Shares after: 0
Date: 14 Sep 2022
Ownership: Direct
Footnotes: F1

MANT transaction

Class A Common Stock

Disposed to Issuer

Transaction value: $52,032
Shares: -542
Change %: -100%
Price: $96.00
Shares after: 0
Date: 14 Sep 2022
Ownership: By the ManTech Employee Stock Ownership Plan
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

MANT transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -19,103
Change %: -100%
Price
Shares after: 0
Date: 14 Sep 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 19,103
Exercise price
Footnotes: F2

MANT transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -33,000
Change %: -100%
Price
Shares after: 0
Date: 14 Sep 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 33,000
Exercise price
Footnotes: F3

MANT transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -25,390
Change %: -100%
Price
Shares after: 0
Date: 14 Sep 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 25,390
Exercise price
Footnotes: F4

MANT transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -49,460
Change %: -100%
Price
Shares after: 0
Date: 14 Sep 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 49,460
Exercise price
Footnotes: F5

MANT transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -22,500
Change %: -100%
Price
Shares after: 0
Date: 14 Sep 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 22,500
Exercise price
Footnotes: F6

MANT transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -30,000
Change %: -100%
Price
Shares after: 0
Date: 14 Sep 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 30,000
Exercise price
Footnotes: F7

MANT transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -30,000
Change %: -100%
Price
Shares after: 0
Date: 14 Sep 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 30,000
Exercise price
Footnotes: F8

MANT transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -30,000
Change %: -100%
Price
Shares after: 0
Date: 14 Sep 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 30,000
Exercise price
Footnotes: F9

MANT transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -42,000
Change %: -100%
Price
Shares after: 0
Date: 14 Sep 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 42,000
Exercise price
Footnotes: F10

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Kevin M. Phillips is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 10 footnotes

Footnote 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 (the "Merger Consideration").

Footnote 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 57,310 RSUs on March 15, 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.

Footnote F3

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 49,500 RSUs on March 15, 2021, 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.

Footnote F4

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 25,390 RSUs on March 15, 2021, vesting in two installments, beginning on the fourth anniversary of the grant date and concluding on the fifth anniversary of the grant date and convert into common stock on a one-for-one basis.

Footnote F5

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 49,460 RSUs on March 1, 2022, 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..

Footnote F6

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 22,500 unexercised stock options

Footnote F7

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 30,000 unexercised stock options

Footnote F8

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 5, 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 30,000 unexercised stock options

Footnote F9

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 30,000 unexercised stock options.

Footnote F10

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 42,000 unexercised stock options.