Sec Form 4 Filing - MOORE JOHN A JR @ MANTECH INTERNATIONAL CORP - 2004-03-09

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MOORE JOHN A JR
2. Issuer Name and Ticker or Trading Symbol
MANTECH INTERNATIONAL CORP [ MANT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
C/O MANTECH INTERNATIONAL CORPORATION, 12015 LEE JACKSON HIGHWAY
3. Date of Earliest Transaction (MM/DD/YY)
03/09/2004
(Street)
FAIRFAX, VA22033
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/09/2004 A 80 A 698 I By the ManTech International Corporation 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Incentive Stock Option (right to buy) $ 16 02/06/2003( 2 ) 02/05/2012 Class A Common Stock 12,500 12,500 D
Non-Qualified Stock Option (right to buy) $ 16 02/06/2003( 3 ) 02/05/2012 Class A Common Stock 20,834 20,834 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MOORE JOHN A JR
C/O MANTECH INTERNATIONAL CORPORATION
12015 LEE JACKSON HIGHWAY
FAIRFAX, VA22033
Executive Vice President
Signatures
/s/ John A. Moore, Jr. 03/11/2004
Signature of Reporting Person Date
Explanation of Responses:
( 1 )None, this grant of restricted stock was made pursuant to the ManTech International Corporation Employee Stock Ownership Plan covering the period of calendar year 2003.
( 2 )This incentive stock option was granted on 2/6/02 with one-third of the total grant vesting on each of the first two anniversaries of the grant date and the final one-third on 12/31/04, provided, however, the option will vest in full if the reporting person's employment is terminated by the company prior to 12/31/04 for any reason other than "cause" as defined in the First Amendment to Retention Agreement.
( 3 )This non-qualified stock option was granted on 2/6/02 with one-third of the total grant vesting on each of the first two anniversaries of the grant date and the final one-third on 12/31/04, provided, however, the option will vest in full if the reporting person's employment is terminated by the company prior to 12/31/04 for any reason other than "cause" as defined in the First Amendment to Retention Agreement.

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