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FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
Prior Lawrence B III

(Last)(First)(Middle)
12015 LEE JACKSON HIGHWAY

(Street)
FAIRFAXVA22033

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/19/2009
3. Issuer Name and Ticker or Trading Symbol
MANTECH INTERNATIONAL CORP [MANT]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)4. Conversion or Excercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
No securities are beneficially owned

 
Remarks:
Exhibit�List:
Exhibit�24-�Power�of�Attorney
/s/ Michael R. Putnam, by Power of Attorney06/19/2009
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-24.

rrd220617_248936.html
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of Michael R. Putnam and 
Jeffrey S. Brown, or either of them signing singly, and 
with full power of substitution, the undersigned's true 
and lawful attorney in fact to:
1. prepare, execute in the undersigned's name and on 
the undersigned's behalf, and submit to the U.S. 
Securities and Exchange Commission (the "SEC") a Form ID,
including amendments thereto, and any other documents 
necessary or appropriate to obtain codes and passwords 
enabling the undersigned to make electronic filings with
the SEC of reports required by Section 16(a) of the 
Securities Exchange Act of 1934 or any rule or regulation
of the SEC;
2. execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of
ManTech International Corporation (the "Company"), Forms
3, 4 and 5 in accordance with Section 16(a) of the 
Securities Exchange Act of 1934 and the rules thereunder;
3. do and perform any and all acts for and on behalf of 
the undersigned which may be necessary or desirable to 
complete and execute any such Form 3, 4 or 5, complete 
and execute any amendment or amendments thereto, and 
timely file such form with the SEC and any stock 
exchange or similar authority; and
4. take any other action of any type whatsoever in 
connection with the foregoing which, in the opinion 
of such attorney in fact, may be of benefit to, in the
best interest of, or legally required by, the 
undersigned, it being understood that the documents 
executed by such attorney in fact on behalf of the 
undersigned pursuant to this Power of Attorney shall 
be in such form and shall contain such terms and 
conditions as such attorney in fact may approve in 
such attorney in fact's discretion.
The undersigned hereby grants to each such attorney in 
fact full power and authority to do and perform any 
and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the 
rights and powers herein granted, as fully to all 
intents and purposes as the undersigned might or 
could do if personally present, with full power of 
substitution or revocation, hereby ratifying and 
confirming all that such attorney in fact, or such 
attorney in fact's substitute or substitutes, shall 
lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing 
attorneys in fact, in serving in such capacity at the 
request of the undersigned, are not assuming, nor is 
the Company assuming, any of the undersigned's 
responsibilities to comply with Section 16 of the 
Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force 
and effect until the undersigned is no longer 
required to file Forms 3, 4 and 5 with respect to 
the undersigned's holdings of and transactions in 
securities issued by the Company, unless earlier 
revoked by the undersigned in a signed writing 
delivered to the foregoing attorneys in fact.

IN WITNESS WHEREOF, the undersigned has caused this 
Power of Attorney to be executed as of this 19th day
of June, 2009.


Signature
/s/ Lawrence B. Prior, III


Print Name
Lawrence B. Prior, III


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