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

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
4
Accepted by SEC
30 Mar 2022, 18:56:00 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Michael R. Putnam, by power of attorney

Key filing fact

George J. Pedersen filed Form 4 for MANTECH INTERNATIONAL CORP on 30 Mar 2022.

Key facts

  • This page summarizes George J. Pedersen's Form 4 filing for MANTECH INTERNATIONAL CORP.
  • 4 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 30 Mar 2022, 18:56.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: -$734,093,355.

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

Conversion of derivative security

Transaction value
Shares
+11,580,000
Change %
Price
Shares after
11,580,000
Date
28 Mar 2022
Ownership
Direct
Footnotes
F1, F4
MANT transaction

Class A Common Stock

Sale

Transaction value
$219,999,914
Shares
-2,773,389
Change %
-24%
Price
$79.33
Shares after
8,806,611
Date
29 Mar 2022
Ownership
Direct
Footnotes
F2, F5
MANT transaction

Class A Common Stock

Sale

Transaction value
$514,093,440
Shares
-6,611,454
Change %
-75%
Price
$77.76
Shares after
2,195,157
Date
29 Mar 2022
Ownership
Direct
Footnotes
F3, F6

Reported derivative securities

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

MANT transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value
Shares
-11,580,000
Change %
-88%
Price
Shares after
1,561,760
Date
28 Mar 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
11,580,000
Exercise price
Footnotes
F4
MANT holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
1,168
Date
28 Mar 2022
Ownership
By spouse
Underlying class
Class A Common Stock
Underlying amount
1,168
Exercise price
Footnotes
F4
MANT holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
33,767
Date
28 Mar 2022
Ownership
By fund
Underlying class
Class A Common Stock
Underlying amount
33,767
Exercise price
Footnotes
F4, F7
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 7 footnotes

Footnote F1

The conversion of Class B shares and other transactions reported herein were done as part of broader estate planning by Mr. Pedersen.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

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