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[X]
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Rule 13d-1(b)
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[ ]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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CUSIP No. 564563104
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13G
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Page 1 of 4 Pages
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1
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Names of Reporting Persons
National Rural Electric Cooperative Association
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2
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Check the Appropriate Box if a Member of a Group* [ ] (a) [ ] (b)
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
District of Columbia
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Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
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5
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Sole Voting Power
1,246,179
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
1,246,179
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned By Each Reporting Person
1,246,179
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
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11
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Percent of Class Represented by Amount in Row (9)
5.2%
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12
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Type of Reporting Person
EP
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CUSIP No. 564563104
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13G
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Page 2 of 4 Pages
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Item 1(a).
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Name of Issuer:
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ManTech International Corporation
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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12015 Lee Jackson Highway
Fairfax, VA 22033
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Item 2(a).
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Name of Person Filing:
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National Rural Electric Cooperative Association
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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4301 Wilson Boulevard
Arlington, VA 22203
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Item 2(c).
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Citizenship:
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District of Columbia
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Item 2(d).
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Title of Class of Securities:
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Class A Common Stock
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Item 2(e).
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CUSIP Number:
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564563104
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[ ]
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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[ ]
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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[ ]
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[X]
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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CUSIP No. 564563104
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13G
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Page 3 of 4 Pages
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Item 4.
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Ownership.
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||
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Amount beneficially owned: 1,246,179 (1)
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(a)
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Percent of class: 5.2% (This percentage is calculated based on 23,976,213 shares of Class A Common Stock (as of October 30, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2013, as filed with the Securities and Exchange Commission on November 1, 2013.)
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(b)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote 1,246,179
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(ii)
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Shared power to vote or to direct the vote 0
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(iii)
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Sole power to dispose or to direct the disposition of 1,246,179
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(iv)
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Shared power to dispose or to direct the disposition of 0
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(1) The National Rural Electric Cooperative Association has ultimate voting and investment control over the shares reported herein, but disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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All securities reported in this Schedule 13G are owned by employee benefit plans sponsored by the Reporting Person and advisory clients of RE Advisers Corporation. The employee benefit plans and advisory clients of RE Advisers Corporation do not individually own more than 5% of the outstanding Shares.
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Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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N/A
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Item 8.
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Identification and Classification of Members of the Group.
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N/A
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Item 9.
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Notice of Dissolution of Group.
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N/A
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CUSIP No. 564563104
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13G
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Page 4 of 4 Pages
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NATIONAL RURAL ELECTRIC COOPERATIVE ASSOCIATION
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February 14, 2014
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(date)
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/s/ Peter R. Morris
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(Signature)
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Peter R. Morris, Vice President and Chief Investment Officer
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(Name and Title)
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