4//SEC Filing
Phillips Kevin M 4
Accession 0000899243-22-031267
CIK 0000892537other
Filed
Sep 15, 8:00 PM ET
Accepted
Sep 16, 3:34 PM ET
Size
33.1 KB
Accession
0000899243-22-031267
Insider Transaction Report
Form 4
Phillips Kevin M
Executive Vice President & CFO
Transactions
- Disposition to Issuer
Class A Common Stock
2022-09-14$96.00/sh−542$52,032→ 0 total(indirect: By the ManTech Employee Stock Ownership Plan) - Disposition to Issuer
Restricted Stock Units
2022-09-14−33,000→ 0 total→ Class A Common Stock (33,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-09-14−30,000→ 0 total→ Class A Common Stock (30,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-09-14−30,000→ 0 total→ Class A Common Stock (30,000 underlying) - Disposition to Issuer
Class A Common Stock
2022-09-14$96.00/sh−136,443$13,098,528→ 0 total - Disposition to Issuer
Restricted Stock Units
2022-09-14−19,103→ 0 total→ Class A Common Stock (19,103 underlying) - Disposition to Issuer
Restricted Stock Units
2022-09-14−25,390→ 0 total→ Class A Common Stock (25,390 underlying) - Disposition to Issuer
Restricted Stock Units
2022-09-14−49,460→ 0 total→ Class A Common Stock (49,460 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-09-14−30,000→ 0 total→ Class A Common Stock (30,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-09-14−22,500→ 0 total→ Class A Common Stock (22,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2022-09-14−42,000→ 0 total→ Class A Common Stock (42,000 underlying)
Footnotes (10)
- [F1]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").
- [F10]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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..
- [F6]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
- [F7]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
- [F8]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
- [F9]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.
Documents
Issuer
MANTECH INTERNATIONAL CORP
CIK 0000892537
Entity typeother
Related Parties
1- filerCIK 0001337629
Filing Metadata
- Form type
- 4
- Filed
- Sep 15, 8:00 PM ET
- Accepted
- Sep 16, 3:34 PM ET
- Size
- 33.1 KB