PEDERSEN GEORGE J 4
4 · MANTECH INTERNATIONAL CORP · Filed Mar 30, 2022
Insider Transaction Report
Form 4
PEDERSEN GEORGE J
DirectorChairman of the Board & CEO10% Owner
Transactions
- Sale
Class A Common Stock
2022-03-29$79.33/sh−2,773,389$219,999,914→ 8,806,611 total - Sale
Class A Common Stock
2022-03-29$77.76/sh−6,611,454$514,093,440→ 2,195,157 total - Conversion
Class B Common Stock
2022-03-28−11,580,000→ 1,561,760 total→ Class A Common Stock (11,580,000 underlying) - Conversion
Class A Common Stock
2022-03-28+11,580,000→ 11,580,000 total
Holdings
- 1,168(indirect: By Spouse)
Class B Common Stock
→ Class A Common Stock (1,168 underlying) - 33,767(indirect: By fund)
Class B Common Stock
→ Class A Common Stock (33,767 underlying)
Footnotes (7)
- [F1]The conversion of Class B shares and other transactions reported herein were done as part of broader estate planning by Mr. Pedersen.
- [F2]Mr. Pedersen sold these shares to The Pederson GST 2022 Trust (the "GST"). The trust's grantor is Mr. Pedersen, its trustee is his daughter, Jennifer A. Warren, and its beneficiaries are Mr. Pedersen's children and their descendants.
- [F3]Mr. Pedersen sold these shares to The Pederson Nonexempt 2022 Trust (the "PNT"). The trust's grantor is Mr. Pedersen, its trustee is his daughter, Jennifer A. Warren, and its beneficiaries are Mr. Pedersen's children and their descendants.
- [F4]The Class B Common Stock is convertible into Class A Common Stock at any time on a one-for-one basis, and has no expiration date. On March 28, 2022, Mr. Pedersen converted a total of 11,580,000 shares of his Class B Common Stock into 11,580,000 shares of Class A Common Stock.
- [F5]The shares were sold in a private transaction to the GST. The price was determined based on the opinion of an independent valuation firm, which reflects a discount to the market price given the large block of shares sold and other factors. The GST paid $22,000,000 in cash and executed a promissory note in the aggregate principal amount of $197,999,984 for the shares.
- [F6]The shares were sold in a private transaction to the PNT. The price was determined based on the opinion of an independent valuation firm, which reflects a discount to the market price given the large block of shares sold and other factors. The PNT paid $51,409,330 in cash and marketable securities, and executed a promissory note in the aggregate principal amount of $462,683,945 for the shares.
- [F7]The shares are held by the ManTech Special Assistance Fund, a fund over which Mr. Pedersen has voting and investment control and as to which Mr. Pedersen disclaims beneficial ownership.