John S Mengucci Form 4 CACI INTERNATIONAL / John S Mengucci ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mengucci John S

(Last) (First) (Middle)

TWO RESTON OVERLOOK

12021 SUNSET HILLS ROAD

(Street)

RESTON VA 20190

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CACI INTERNATIONAL INC /DE/ [ CACI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
CACI Common Stock	10/01/2023		M		8,266	A	(1)	94,101	D
CACI Common Stock	10/01/2023		F		3,728	D	$313.93	90,373	D
CACI Common Stock	10/01/2023		M		12,961	A	(2)	103,334	D
CACI Common Stock	10/01/2023		F		5,846	D	$313.93	97,488	D
CACI Common Stock	10/01/2023		M		3,458	A	(3)	100,946	D
CACI Common Stock	10/01/2023		F		1,560	D	$313.93	99,386	D
CACI Common Stock	10/01/2023		M		4,277	A	(4)	103,663	D
CACI Common Stock	10/01/2023		F		1,929	D	$313.93	101,734	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units	(2)	10/01/2023		M			12,961	(2)	(2)	CACI Common Stock	12,961	(2)	6,249	D
Restricted Stock Units	(1)	10/01/2023		M			8,266	(1)	(1)	CACI Common Stock	8,266	(1)	0	D
Restricted Stock Units	(3)	10/01/2023		M			3,458	(3)	(3)	CACI Common Stock	3,458	(3)	3,458	D
Restricted Stock Units	(5)	10/01/2023		A		16,723		(5)	(5)	CACI Common Stock	16,723	(5)	16,723	D
Performance Restricted Stock Units	(6)	10/01/2023		A		16,724		(6)	(6)	CACI Common Stock	16,724	(6)	16,724	D
Restricted Stock Units	(4)	10/01/2023		M			4,277	(4)	(4)	CACI Common Stock	4,277	(4)	8,555	D

Explanation of Responses:

1. On 10/1/2019, Mr. Mengucci was granted restricted stock units that convert into 8,266 shares of common stock on a 1 for 1 basis. These restricted stock units vested on 10/1/23.

2. On 10/1/2020, Mr. Mengucci was granted restricted stock units that convert into 12,961 shares of common stock on a 1 for 1 basis. These restricted stock units vested on 10/1/23.

3. On 10/1/2021, Mr. Mengucci was granted restricted stock units that convert into 3,458 shares of common stock on a 1 for 1 basis. These restricted stock units vested on 10/1/23.

4. On 10/1/2022, Mr. Mengucci was granted restricted stock units that convert into 4,277 shares of common stock on a 1 for 1 basis. These restricted stock units vested on 10/1/23.

5. On October 1, 2023, Mr. Mengucci was granted 16,723 restricted stock units. These restricted stock units will vest 1/3 per year for three years.

6. On October 1, 2023, Mr. Mengucci was granted 16,724 performance restricted stock units. These PRSU's will vest on the third anniversary of the grant date based on the achievement of a three-year performance measure.

Remarks:

	John S. Mengucci	10/03/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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