SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Keefe Daniel J (Last) (First) (Middle) MANTECH INTERNATIONAL CORPORATION 12015 LEE JACKSON MEMORIAL HWY (Street) FAIRFAX VA 22033 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/04/2013	3. Issuer Name and Ticker or Trading Symbol MANTECH INTERNATIONAL CORP [ MANT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Business Group President	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	44	I	By the ManTech Employee Stock Ownership Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	11/06/2017	Class A Common Stock	10,000	$26.24	D
Employee Stock Option (right to buy)	(2)	03/15/2017	Class A Common Stock	3,000	$33.78	D
Employee Stock Option (right to buy)	(3)	11/04/2016	Class A Common Stock	7,000	$33.53	D
Employee Stock Option (right to buy)	(4)	08/01/2016	Class A Common Stock	15,000	$39.81	D

Explanation of Responses:

1. The options were granted on November 6, 2012, with one-third of the total grant vesting on November 6, 2013, one-third of the total grant vesting on November 6, 2014, and the remaining one-third vesting on November 6, 2015.

2. The options were granted on March 15, 2012, with one-third of the total grant vesting on March 15, 2013, one-third of the total grant vesting on March 15, 2014, and the remaining one-third vesting on March 15, 2015.

3. The options were granted on November 4, 2011, with one-third of the total grant vesting on November 4, 2012, one-third of the total grant vesting on November 4, 2013 and the remaining one-third vesting on November 4, 2014.

4. The options were granted on August 1, 2011, with one-third of the total grant vesting on August 1, 2012, one-third of the total grant vesting on August 1, 2013, and the remaining one-third vesting on August 1, 2014.

Remarks:

Exhibit 24.1 Power of Attorney filed herewith

	/s/ Michael R. Putnam, by power of attorney	02/12/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.