Sec Form 4 Filing - Phillips Kevin M @ MANTECH INTERNATIONAL CORP - 2022-09-14

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 Phillips Kevin M 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) Chairman of the Board and CEO (Last) (First) (Middle) 2251 CORPORATE PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/14/2022 (Street) HERNDON, VA20171 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 09/14/2022 D 136,443 D $ 96( 1 ) 0 D Class A Common Stock 09/14/2022 D 542 D $ 96( 1 ) 0 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 Restricted Stock Units ( 2 ) 09/14/2022 D 19,103 ( 2 ) ( 2 ) Class A Common Stock 19,103 ( 2 ) 0 D Restricted Stock Units ( 3 ) 09/14/2022 D 33,000 ( 3 ) ( 3 ) Class A Common Stock 33,000 ( 3 ) 0 D Restricted Stock Units ( 4 ) 09/14/2022 D 25,390 ( 4 ) ( 4 ) Class A Common Stock 25,390 ( 4 ) 0 D Restricted Stock Units ( 5 ) 09/14/2022 D 49,460 ( 5 ) ( 5 ) Class A Common Stock 49,460 ( 5 ) 0 D Stock Option (Right to Buy) ( 6 ) 09/14/2022 D 22,500 ( 6 ) ( 6 ) Class A Common Stock 22,500 ( 6 ) 0 D Stock Option (Right to Buy) ( 7 ) 09/14/2022 D 30,000 ( 7 ) ( 7 ) Class A Common Stock 30,000 ( 7 ) 0 D Stock Option (Right to Buy) ( 8 ) 09/14/2022 D 30,000 ( 8 ) ( 8 ) Class A Common Stock 30,000 ( 8 ) 0 D Stock Option (Right to Buy) ( 9 ) 09/14/2022 D 30,000 ( 9 ) ( 9 ) Class A Common Stock 30,000 ( 9 ) 0 D Stock Option (Right to Buy) ( 10 ) 09/14/2022 D 42,000 ( 10 ) ( 10 ) Class A Common Stock 42,000 ( 10 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Phillips Kevin M 2251 CORPORATE PARK DRIVE HERNDON, VA20171 X Chairman of the Board and CEO Signatures /s/ Michael R. Putnam, under a Power of Attorney 09/16/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of May 13, 2022 (the "Merger Agreement"), by and among ManTech International Corporation (the "Company"), Moose Bidco, Inc. ("Parent"), and Moose Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), the Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Class A Common Stock, par value $0.01 per share, of the Company and Class B Common Stock, par value $0.01 per share, of the Company was canceled and converted into the right to receive $96.00 in cash, without interest and less any applicable tax withholdings (the "Merger Consideration"). ( 2 )Pursuant to the Merger Agreement, each restricted stock unit award granted by the Company ("RSU") that is outstanding immediately prior to the effective time of the Merger (whether or not vested) will immediately vest in full and become free of restrictions and will be cancelled and converted automatically into the right to receive a cash payment equal to the product of (1) the number of shares of Company Common Stock subject to such RSU as of the effective time of the Merger, multiplied by (2) the Merger Consideration. The reporting person was granted 57,310 RSUs on March 15, 2020, vesting in three annual installments, beginning on the first anniversary of the grant date and convert into common stock on a one-for-one basis. ( 3 )Pursuant to the Merger Agreement, each restricted stock unit award granted by the Company ("RSU") that is outstanding immediately prior to the effective time of the Merger (whether or not vested) will immediately vest in full and become free of restrictions and will be cancelled and converted automatically into the right to receive a cash payment equal to the product of (1) the number of shares of Company Common Stock subject to such RSU as of the effective time of the Merger, multiplied by (2) the Merger Consideration. The reporting person was granted 49,500 RSUs on March 15, 2021, vesting in three annual installments, beginning on the first anniversary of the grant date and convert into common stock on a one-for-one basis. ( 4 )Pursuant to the Merger Agreement, each restricted stock unit award granted by the Company ("RSU") that is outstanding immediately prior to the effective time of the Merger (whether or not vested) will immediately vest in full and become free of restrictions and will be cancelled and converted automatically into the right to receive a cash payment equal to the product of (1) the number of shares of Company Common Stock subject to such RSU as of the effective time of the Merger, multiplied by (2) the Merger Consideration. The reporting person was granted 25,390 RSUs on March 15, 2021, vesting in two installments, beginning on the fourth anniversary of the grant date and concluding on the fifth anniversary of the grant date and convert into common stock on a one-for-one basis. ( 5 )Pursuant to the Merger Agreement, each restricted stock unit award granted by the Company ("RSU") that is outstanding immediately prior to the effective time of the Merger (whether or not vested) will immediately vest in full and become free of restrictions and will be cancelled and converted automatically into the right to receive a cash payment equal to the product of (1) the number of shares of Company Common Stock subject to such RSU as of the effective time of the Merger, multiplied by (2) the Merger Consideration. The reporting person was granted 49,460 RSUs on March 1, 2022, vesting in three annual installments, beginning on the first anniversary of the grant date and convert into common stock on a one-for-one basis.. ( 6 )Pursuant to the Merger Agreement, each stock option granted by the Company that is unexercised immediately prior to the effective time of the Merger (whether or not vested) will immediately be cancelled and converted automatically into the right to receive a cash payment equal to the Merger Consideration for each such stock option. The options were granted to the reporting person on November 6, 2017, vesting in three annual installments, beginning on the first anniversary of the grant date. At the effective time of Merger, the reporting person owned 22,500 unexercised stock options ( 7 )Pursuant to the Merger Agreement, each stock option granted by the Company that is unexercised immediately prior to the effective time of the Merger (whether or not vested) will immediately be cancelled and converted automatically into the right to receive a cash payment equal to the Merger Consideration for each such stock option. The options were granted to the reporting person on March 15, 2018, vesting in three annual installments, beginning on the first anniversary of the grant date. At the effective time of Merger, the reporting person owned 30,000 unexercised stock options ( 8 )Pursuant to the Merger Agreement, each stock option granted by the Company that is unexercised immediately prior to the effective time of the Merger (whether or not vested) will immediately be cancelled and converted automatically into the right to receive a cash payment equal to the Merger Consideration for each such stock option. The options were granted to the reporting person on November 5, 2018, vesting in three annual installments, beginning on the first anniversary of the grant date. At the effective time of Merger, the reporting person owned 30,000 unexercised stock options ( 9 )Pursuant to the Merger Agreement, each stock option granted by the Company that is unexercised immediately prior to the effective time of the Merger (whether or not vested) will immediately be cancelled and converted automatically into the right to receive a cash payment equal to the Merger Consideration for each such stock option. The options were granted to the reporting person on March 15, 2019, vesting in three annual installments, beginning on the first anniversary of the grant date. At the effective time of Merger, the reporting person owned 30,000 unexercised stock options. ( 10 )Pursuant to the Merger Agreement, each stock option granted by the Company that is unexercised immediately prior to the effective time of the Merger (whether or not vested) will immediately be cancelled and converted automatically into the right to receive a cash payment equal to the Merger Consideration for each such stock option. The options were granted to the reporting person on November 1, 2019, vesting in three annual installments, beginning on the first anniversary of the grant date. At the effective time of Merger, the reporting person owned 42,000 unexercised stock options.

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