0000899243-22-031267.txt : 20220916 0000899243-22-031267.hdr.sgml : 20220916 20220916153407 ACCESSION NUMBER: 0000899243-22-031267 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220914 FILED AS OF DATE: 20220916 DATE AS OF CHANGE: 20220916 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Phillips Kevin M CENTRAL INDEX KEY: 0001337629 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49604 FILM NUMBER: 221248004 MAIL ADDRESS: STREET 1: 12105 LEE JACKSON HIGHWAY CITY: FAIRFAX STATE: VA ZIP: 22033 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MANTECH INTERNATIONAL CORP CENTRAL INDEX KEY: 0000892537 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 221852179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2251 CORPORATE PARK DRIVE CITY: HERNDON STATE: VA ZIP: 20171 BUSINESS PHONE: 703-218-6000 MAIL ADDRESS: STREET 1: 2251 CORPORATE PARK DRIVE CITY: HERNDON STATE: VA ZIP: 20171 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-09-14 1 0000892537 MANTECH INTERNATIONAL CORP MANT 0001337629 Phillips Kevin M 2251 CORPORATE PARK DRIVE HERNDON VA 20171 1 1 0 0 Chairman of the Board and CEO Class A Common Stock 2022-09-14 4 D 0 136443 96.00 D 0 D Class A Common Stock 2022-09-14 4 D 0 542 96.00 D 0 I By the ManTech Employee Stock Ownership Plan Restricted Stock Units 2022-09-14 4 D 0 19103 D Class A Common Stock 19103 0 D Restricted Stock Units 2022-09-14 4 D 0 33000 D Class A Common Stock 33000 0 D Restricted Stock Units 2022-09-14 4 D 0 25390 D Class A Common Stock 25390 0 D Restricted Stock Units 2022-09-14 4 D 0 49460 D Class A Common Stock 49460 0 D Stock Option (Right to Buy) 2022-09-14 4 D 0 22500 D Class A Common Stock 22500 0 D Stock Option (Right to Buy) 2022-09-14 4 D 0 30000 D Class A Common Stock 30000 0 D Stock Option (Right to Buy) 2022-09-14 4 D 0 30000 D Class A Common Stock 30000 0 D Stock Option (Right to Buy) 2022-09-14 4 D 0 30000 D Class A Common Stock 30000 0 D Stock Option (Right to Buy) 2022-09-14 4 D 0 42000 D Class A Common Stock 42000 0 D 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"). 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. 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. 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. 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.. 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 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 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 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. 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. /s/ Michael R. Putnam, under a Power of Attorney 2022-09-16