X0306 4 2017-08-12 1 0001334478 NCI, Inc. NCIT 0001689068 DILLAHAY PAUL A C/O NCI, INC. 11730 PLAZA AMERICA DRIVE RESTON VA 20190 1 1 0 0 CEO & President Class A Common Stock 2017-08-12 4 U 0 21253 D 0 D Class A Common Stock 2017-08-15 4 J 0 66667 D 0 D Non-Qualified Class A Common Stock Option (Right to Buy) 11.25 2017-08-15 4 D 0 250000 D 2017-08-15 2023-11-02 Class A Common Stock 250000 0 D The Reporting Person tendered the shares in exchange for $20.00 per share, net to the Reporting Person in cash, without interest and subject to deduction for any required withholding of taxes, in the tender offer (the "Offer") made pursuant to the Agreement and Plan of Merger, dated July 2, 2017, by and among the Issuer, Cloud Intermediate Holdings, LLC and Cloud Merger Sub, Inc. (the "Merger Agreement"). These shares of restricted stock were deemed vested pursuant to the terms of the Merger Agreement and were canceled and converted into the right to receive an amount in cash equal to $20.00 per share, net in cash, without interest and subject to deduction for any required withholding of taxes. Pursuant to the terms of the Merger Agreement, this option was canceled and converted into the right to receive an amount in cash equal to the product of (a) the excess of $20.00 over the exercise price of this option, and (b) the number of shares subject to such option. /s/ Michele R. Cappello, as Attorney-in-Fact 2017-08-15