FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Blue Harbour Group, L.P.
2. Issuer Name and Ticker or Trading Symbol

CACI INTERNATIONAL INC /DE/ [ CACI ]
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)

646 STEAMBOAT ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

7/2/2014
(Street)

GREENWICH, CT 06830
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   7/2/2014     S    52729   D $69.83   (1) 2414685   I   See footnote   (2) (3)
Common Stock   7/3/2014     S    36271   D $70.05   (4) 2378414   I   See footnote   (2) (3)
Common Stock   7/7/2014     S    34000   D $69.43   (5) 2344414   I   See footnote   (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.80 to $70.05, 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 sold at each separate price within the ranges set forth in this footnote.
(2)  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.
(3)  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.
(4)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.86 to $70.20, 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 sold at each separate price within the ranges set forth in this footnote.
(5)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.09 to $70.00, 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 sold at each separate price within the ranges set forth in this footnote.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Blue Harbour Group, L.P.
646 STEAMBOAT ROAD
GREENWICH, CT 06830

X

Blue Harbour Holdings, LLC
646 STEAMBOAT ROAD
GREENWICH, CT 06830

X

ROBBINS CLIFTON S
626 STEAMBOAT ROAD
GREENWICH, CT 06830

X


Signatures
/s/ Clifton S. Robbins, Managing Member of Blue Harbour Holdings, LLC, the General Partner of Blue Harbour Group, LP 7/7/2014
** Signature of Reporting Person Date

/s/ Clifton S. Robbins, Managing Member of Blue Harbour Holdings, LLC 7/7/2014
** Signature of Reporting Person Date

/s/ Clifton S. Robbins 7/7/2014
** Signature of Reporting Person Date


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 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).
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 control number.
 
                    JOINT FILING INFORMATION

 
Reporting Person:
BLUE HARBOUR GROUP, LP
Address:
646 STEAMBOAT ROAD
 
GREENWICH, CT 06830
   
Designated Filer:
BLUE HARBOUR GROUP, LP
Issuer and Symbol:
CACI INTERNATIONAL INC. ("CACI")
Date of Event Requiring Statement:
7/2/2014
   
Signature:
/s/  Clifton S. Robbins , Managing Member of Blue 
Harbour Holdings, LLC, the General Partner of
Blue Harbour Group. LP                                                                                        
Clifton S. Robbins, Managing Member of Blue
Harbour Holdings, LLC, the General Partner of
Blue Harbour Group. LP
   
Reporting Person:
BLUE HARBOUR HOLDINGS, LLC
Address:
646 STEAMBOAT ROAD
 
GREENWICH, CT 06830
   
Designated Filer:
BLUE HARBOUR GROUP, LP
Issuer and Symbol:
CACI INTERNATIONAL INC. ("CACI")
Date of Event Requiring Statement:
7/2/2014
   
Signature:
/s/ Clifton S. Robbins, Managing Member of Blue
Harbour Holdings, LLC                                               
Clifton S. Robbins, Managing Member of Blue
Harbour Holdings, LLC
   
Reporting Person:
CLIFTON S. ROBBINS
Address:
646 STEAMBOAT ROAD
 
GREENWICH, CT 06830
   
Designated Filer:
BLUE HARBOUR GROUP, LP
Issuer and Symbol:
CACI INTERNATIONAL INC. ("CACI")
Date of Event Requiring Statement:
7/2/2014
   
Signature:
/ s/ Clifton S. Robbins
Clifton S. Robbins