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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
PEDERSEN GEORGE 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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2251 CORPORATE PARK DRIVE, SUITE 600		 3. Date of Earliest Transaction (Month/Day/Year)
03/28/2022
(Street)

HERNDON, VA 20171		 4. If Amendment, Date Original Filed (Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/28/2022   C(1)   11,580,000 A (4) 11,580,000 D  
Class A Common Stock 03/29/2022   S(2)   2,773,389 D $ 79.3253 (5) 8,806,611 D  
Class A Common Stock 03/29/2022   S(3)   6,611,454 D $ 77.758 (6) 2,195,157 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year) 		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
Class B Common Stock (4) 03/28/2022   C     11,580,000   (4)   (4) Class A Common Stock 11,580,000 (4) 1,561,760 D  
Class B Common Stock (4)               (4)   (4) Class A Common Stock 1,168   1,168 I By spouse
Class B Common Stock (4)               (4)   (4) Class A Common Stock 33,767   33,767 I By fund (7)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PEDERSEN GEORGE J
2251 CORPORATE PARK DRIVE
SUITE 600
HERNDON, VA 20171		     X    

Signatures

 /s/ Michael R. Putnam, by power of attorney   03/30/2022
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The conversion of Class B shares and other transactions reported herein were done as part of broader estate planning by Mr. Pedersen.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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.

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