Sec Form 4 Filing - Keefe Daniel J @ MANTECH INTERNATIONAL CORP - 2016-08-01

Insider filing report for Changes in Beneficial Ownership
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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
Keefe Daniel J
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)
Business Group President
(Last) (First) (Middle)
MANTECH INTERNATIONAL CORPORATION, 12015 LEE JACKSON MEMORIAL HWY
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2016
(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 08/01/2016 M 12,500 A $ 29.07 12,500 D
Class A Common Stock 08/01/2016 M 25,000 A $ 29.15 37,500 D
Class A Common Stock 08/01/2016 S 12,500 D $ 39.16 ( 1 ) 25,000 D
Class A Common Stock 08/01/2016 S 25,000 D $ 39.46 ( 2 ) 0 D
Class A Common Stock 145 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 (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
Employee Stock Option (right to buy) $ 29.07 08/01/2016 M 12,500 ( 3 ) 11/03/2019 Class A Common Stock 12,500 $ 0 25,000 D
Employee Stock Option (right to buy) $ 29.15 08/01/2016 M 25,000 ( 4 ) 03/14/2019 Class A Common Stock 25,000 $ 0 12,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Keefe Daniel J
MANTECH INTERNATIONAL CORPORATION
12015 LEE JACKSON MEMORIAL HWY
FAIRFAX, VA22033
Business Group President
Signatures
/s/Michael R. Putnam, by Power of Attorney 08/02/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price in column 4 is a weighted average price. The prices actually received for the sale ranged from $39.07 to $39.14. 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 $39.30 to $39.78. 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 options were granted on November 3, 2014, with one-third of the total grant vesting on November 3, 2015, one-third of the total grant vesting on November 3, 2016, and the remaining one-third vesting on November 3, 2017.
( 4 )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.

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 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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