CACI International (CACI) Form 4 CACI INTERNATIONAL / J William Koegel JR 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^*

Koegel J William JR

(Last) (First) (Middle)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, General Counsel

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		1,203	A	(1)	22,838	D
CACI Common Stock	10/01/2023		F		414	D	$313.93	22,424	D
CACI Common Stock	10/01/2023		M		1,621	A	(2)	24,045	D
CACI Common Stock	10/01/2023		F		783	D	$313.93	23,262	D
CACI Common Stock	10/01/2023		M		566	A	(3)	23,828	D
CACI Common Stock	10/01/2023		F		273	D	$313.93	23,555	D
CACI Common Stock	10/01/2023		M		638	A	(4)	24,193	D
CACI Common Stock	10/01/2023		F		308	D	$313.93	23,885	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
Restricted Stock Units	(4)	10/01/2023		M			638	(4)	(4)	CACI Common Stock	638	(4)	1,277	D
Restricted Stock Units	(1)	10/01/2023		M			1,203	(1)	(1)	CACI Common Stock	1,203	(1)	0	D
Restricted Stock Units	(3)	10/01/2023		M			566	(3)	(3)	CACI Common Stock	566	(3)	566	D
Restricted Stock Units	(5)	10/01/2023		A		1,593		(5)	(5)	CACI Common Stock	1,593	(5)	1,593	D
Performance Restricted Stock Units	(6)	10/01/2023		A		1,593		(6)	(6)	CACI Common Stock	1,593	(6)	1,593	D
Performance Restricted Stock Units	(2)	10/01/2023		M			1,621	(2)	(2)	CACI Common Stock	1,621	(2)	781	D

Explanation of Responses:

1. On 10/1/19, Mr. Koegel was granted restricted stock units that convert into 1,203 shares of common stock on a 1 for 1 basis. These restricted stock units vested on 10/1/23.

2. On 10/1/20, Mr. Koegel was granted restricted stock units that convert into 1,621 shares of common stock on a 1 for 1 basis. These restricted stock units vested on 10/1/23.

3. On 10/1/21, Mr. Koegel was granted restricted stock units that convert into 566 shares of common stock on a 1 for 1 basis. These restricted stock units vested on 10/1/23.

4. On 10/1/22, Mr. Koegel was granted restricted stock units that convert into 638 shares of common stock on a 1 for 1 basis. These restricted stock units vested on 10/1/23.

5. On 10/1/23, Mr. Koegel was granted 1,593 restricted stock units. These restricted stock units will vest 1/3 per year for three years.

6. On 10/1/23, Mr. Koegel was granted 1,593 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:

	J. William Koegel	10/03/2023
	** Signature of Reporting Person	Date
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