Mantech International (MANT) Form 4 MANTECH INTERNATIONAL / Kevin M Phillips 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^*

Phillips Kevin M

(Last) (First) (Middle)

12015 LEE JACKSON HIGHWAY

(Street)

FAIRFAX VA 22033

(City) (State) (Zip)

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

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)
08/30/2018

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
Class A Common Stock	08/30/2018		M		37,500	A	$27.89	84,046	D
Class A Common Stock	08/30/2018		S		24,383	D	$65.15(1)	59,663	D
Class A Common Stock	08/30/2018		S		1,762	D	$65.83(2)	57,901	D
Class A Common Stock	08/30/2018		M		37,500	A	$29.15	95,401	D
Class A Common Stock	08/30/2018		S		33,989	D	$65.42(3)	61,412	D
Class A Common Stock	08/30/2018		S		3,511	D	$66.05(4)	57,901	D
Class A Common Stock								542	I	By the ManTech Employee Stock Ownership Plan

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
Employee Stock Option (right to buy)	$27.89	08/30/2018		M			37,500	(5)	11/04/2018	Class A Common Stock	37,500	$0.00	0	D
Employee Stock Option (right to buy	$29.15	08/30/2018		M			37,500	(6)	03/14/2019	Class A Common Stock	37,500	$0.00	0	D

Explanation of Responses:

1. The price in column 4 is a weighted average price. The prices actually received for the sale ranged from $64.80 to $65.79. For all weighted average prices reported in this Form 4, the reporting person will provide the issuer, any stockholder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

2. The price in column 4 is a weighted average price. The prices actually received for the sale ranged from $65.81 to $66.01. For all weighted average prices reported in this Form 4, the reporting person will provide the issuer, any stockholder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

3. The price in column 4 is a weighted average price. The prices actually received for the sale ranged from $64.89 to $65.88. For all weighted average prices reported in this Form 4, the reporting person will provide the issuer, any stockholder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

4. The price in column 4 is a weighted average price. The prices actually received for the sale ranged from $65.89 to $66.45. For all weighted average prices reported in this Form 4, the reporting person will provide the issuer, any stockholder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

5. The options were granted on November 4, 2013, with one-third of the total grant vesting on November 4, 2014, one-third of the total grant vesting on November 4, 2015, and the remaining one-third vesting on November 4, 2016.

6. The options were granted on March 14, 2014, with one-third of the total grant vesting on March 14, 2015, one-third of the total grant vesting on March 14, 2016, and the remaining one-third vesting on March 14, 2017.

Remarks:

	/s/, Michael R. Putnam, By Power of Attorney	08/31/2018
	** 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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