SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
ManTech International Corporation
| (Name of Issuer) |
Class A Common Stock, par value $0.01 per share
| (Title of Class of Securities) |
564563 10 4
| (CUSIP Number) |
December 31, 2007
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 564563 10 4 | 13G/A | Page 2 of 5 Pages |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
George J. Pedersen |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5. Sole Voting Power
14,279,813 | |
| 6. Shared Voting Power
0 | ||
| 7. Sole Dispositive Power
14,279,813 | ||
| 8. Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
14,279,813 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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| 11. | Percent of Class Represented by Amount in Row (9)
41.4% |
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| 12. | Type of Reporting Person (See Instructions)
IN |
| CUSIP No. 564563 10 4 | 13G/A | Page 3 of 5 Pages |
| Item 1(a). | Name of Issuer: |
ManTech International Corporation
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
12015 Lee Jackson Highway
Fairfax, VA 22033-3300
Item 2(a). Names of Persons Filing:
George J. Pedersen
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
12015 Lee Jackson Highway
Fairfax, VA 22033-3300
| Item 2(c). | Citizenship: |
United States
| Item 2(d). | Title of Class of Securities: |
Class A Common Stock, par value $0.01 per share. The issuer’s Class B Common Stock, par value $0.01 per share, is convertible at the option of the holder into Class A common stock. The Class B common stock has the same rights and preferences as the Class A common stock, except that each share of the Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes and is freely convertible into one share of the Class A common stock.
| Item 2(e). | CUSIP Number: |
564563 10 4
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
| Item 4. | Ownership. |
Shares reported as beneficially owned by the reporting person include (i) 14,217,228 shares of Class B Common Stock held directly by the reporting person; (ii) 61,417 shares of Class B Common Stock held by the ManTech Special Assistance Fund, Inc., a fund over which the reporting person has voting and investment control and as to which the reporting person disclaims beneficial ownership, and (iii) 1,168 shares of Class B Common Stock held by the reporting person’s wife, Marilyn A. Pedersen, and as to which the reporting person disclaims beneficial ownership. The Class B Common Stock reported on this form by the reporting person constitutes 100% of the outstanding Class B Common Stock.
The amount of shares of Class A Common Stock beneficially owned takes into account a 2003 determination that 555,711 shares of Class B Common Stock held by the Pedersen Family Trust #1 u/a dated April 24, 1994, a trust over which the reporting person neither has nor shares voting or investment control, were not beneficially owned by the reporting person and conversions of an aggregate of 30,400 and
| CUSIP No. 564563 10 4 | 13G/A | Page 4 of 5 Pages |
748,980 shares of Class B Common Stock to Class A Common Stock in 2006 and 2007, respectively, and aggregate conversions of 16,100 shares of Class B Common Stock to Class A Common Stock during the period from 2003 to 2007 by the ManTech Special Assistance Fund, Inc.
| (a) | Amount beneficially owned: 14,279,813 |
| (b) | Percent of class: 41.4% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 14,279,813 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 14,279,813 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
| CUSIP No. 564563 10 4 | 13G/A | Page 5 of 5 Pages |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: January 23, 2008
| /s/ George J. Pedersen |
| George J. Pedersen |