0001062993-22-009025.txt : 20220330 0001062993-22-009025.hdr.sgml : 20220330 20220330185600 ACCESSION NUMBER: 0001062993-22-009025 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220328 FILED AS OF DATE: 20220330 DATE AS OF CHANGE: 20220330 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEDERSEN GEORGE J CENTRAL INDEX KEY: 0001144426 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49604 FILM NUMBER: 22788384 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: SUITE 4170 CITY: NEW YORK STATE: NY ZIP: 10019 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 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0306 4 2022-03-28 0000892537 MANTECH INTERNATIONAL CORP MANT 0001144426 PEDERSEN GEORGE J 2251 CORPORATE PARK DRIVE SUITE 600 HERNDON VA 20171 0 0 1 0 Class A Common Stock 2022-03-28 4 C 0 11580000 A 11580000 D Class A Common Stock 2022-03-29 4 S 0 2773389 79.3253 D 8806611 D Class A Common Stock 2022-03-29 4 S 0 6611454 77.758 D 2195157 D Class B Common Stock 2022-03-28 4 C 0 11580000 D Class A Common Stock 11580000 1561760 D Class B Common Stock Class A Common Stock 1168 1168 I By spouse Class B Common Stock Class A Common Stock 33767 33767 I By fund The conversion of Class B shares and other transactions reported herein were done as part of broader estate planning by Mr. Pedersen. 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. 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. 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. 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. 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. 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. /s/ Michael R. Putnam, by power of attorney 2022-03-30