Bonnie Cook Form 3 MANTECH INTERNATIONAL / Bonnie Cook ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Cook Bonnie

(Last) (First) (Middle)

2251 CORPORATE PARK DRIVE

SUITE 600

(Street)

HERNDON VA 20171

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2020

3. Issuer Name and Ticker or Trading Symbol
MANTECH INTERNATIONAL CORP [ MANT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP Business Operations

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	5,292	D
Class A Common Stock	846	I	By the ManTech Employee Stock Ownership Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (right to buy)	(1)	03/15/2022	Class A Common Stock	3,750	36.87	D
Employee Stock Options (right to buy)	(2)	11/06/2022	Class A Common Stock	3,750	49.04	D
Employee Stock Options (right to buy)	(3)	03/15/2023	Class A Common Stock	6,300	53.9	D
Employee Stock Options (right to buy)	(4)	11/05/2023	Class A Common Stock	6,300	55.85	D
Employee Stock Options (right to buy)	(5)	03/15/2024	Class A Common Stock	6,800	53.52	D
Employee Stock Options (right to buy)	(6)	11/01/2024	Class A Common Stock	6,800	74.87	D
Restricted Stock Units	(7)	(7)	Class A Common Stock	800	0.00(8)	D
Restricted Stock Units	(9)	(9)	Class A Common Stock	1,600	0.00(8)	D
Restricted Stock Units	(10)	(10)	Class A Common Stock	4,130	0.00(8)	D

Explanation of Responses:

1. The options were granted on March 15, 2017, with one-third of the total grant vesting on March 15, 2018, one-third of the total grant vesting on March 15, 2019, and the remaining one-third vesting on March 15, 2020.

2. The options were granted on November 6, 2017, with one-third of the total grant vesting on November 6, 2018, one-third of the total grant vesting on November 6, 2019, and the remaining one-third vesting on November 6, 2020.

3. The options were granted on March 15, 2018, with one-third of the total grant vesting on March 15, 2019, one-third of the total grant vesting on March 15, 2020, and the remaining one-third vesting on March 15, 2021.

4. The options were granted on November 5, 2018, with one-third of the total grant vesting on November 5, 2019, one-third of the total grant vesting on November 5, 2020, and the remaining one-third vesting on November 5, 2021.

5. The options were granted on March 15, 2019, with one-third of the total grant vesting on March 15, 2020, one-third of the total grant vesting on March 15, 2021, and the remaining one-third vesting on March 15, 2022.

6. The options were granted on November 1, 2019, with one-third of the total grant vesting on November 1, 2020, one-third of the total grant vesting on November 1, 2021, and the remaining one-third vesting on November 1, 2022.

7. On March 15, 2018, the reporting person was granted 2,400 RSUs, vesting in three annual installments, beginning on the first anniversary of the grant date.

8. Restricted stock units convert into common stock on a one-for-one basis.

9. On March 15, 2019, the reporting person was granted 2,400 RSUs, vesting in three annual installments, beginning on the first anniversary of the grant date.

10. On March 15, 2020, the reporting person was granted 4,130 RSUs, vesting in three annual installments, beginning on the first anniversary of the grant date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/Michael R. Putnam, by Power of Attorney	07/09/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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