CACI INTERNATIONAL INC /DE/ — Director's Dealing 2013

Dec 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CACI INTERNATIONAL INC /DE/ (CACI)
CIK: 0000016058
Period of Report: 2013-12-10

Reporting Person: Blue Harbour Group, LP (10% Owner)
Reporting Person: Blue Harbour Holdings, LLC (10% Owner)
Reporting Person: ROBBINS CLIFTON S (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-10	Common Stock	P	35	$71.95	Acquired	2379384	Indirect
2013-12-11	Common Stock	P	88030	$71.6416	Acquired	2467414	Indirect

Footnotes

F1: This Form 4 is filed by Blue Harbour Group, LP (the "Manager"), Blue Harbour Holdings, LLC ("Manager GP") and Clifton S. Robbins. Manager GP is the general partner of Manager. Mr. Robbins directly and indirectly through trusts or other entities controlled by Mr. Robbins is the controlling shareholder of Manager GP.

F2: Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein to the extent of his or its pecuniary interest therein, but disclaims beneficial ownership in excess of such amount; and pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.

F3: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $71.38 to $71.95, inclusive. The Reporting Persons undertake to provide to CACI International Inc., any security holder of CACI International Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.