SC 13G 1 filing.txt SCHEDULE 13G Amendment No. 0 Caci International Incorporated Class A Common Stock Cusip #127190304 Cusip #127190304 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 132,300 Item 6: 0 Item 7: 3,510,089 Item 8: 0 Item 9: 3,510,089 Item 11: 15.000% Item 12: HC Cusip #127190304 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 3,510,089 Item 8: 0 Item 9: 3,510,089 Item 11: 15.000% Item 12: IN SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Item 1(a). Name of Issuer: Caci International Incorporated Item 1(b). Name of Issuer's Principal Executive Offices: 1100 North Glebe Road Arlington, VA 22201-4714 Item 2(a). Name of Person Filing: FMR LLC Item 2(b). Address or Principal Business Office or, if None, Residence: 245 Summer Street, Boston, Massachusetts 02210 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: Class A Common Stock Item 2(e). CUSIP Number: 127190304 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the person filing, FMR LLC, is a parent holding company in accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: 3,510,089 (b) Percent of Class: 15.000% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 132,300 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 3,510,089 (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. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock of Caci International Incorporated. The interest of one person, Fidelity Small Cap Discovery Fund, an investment company registered under the Investment Company Act of 1940, in the Class A Common Stock of Caci International Incorporated, amounted to 1,745,972 shares or 7.461% of the total outstanding Class A Common Stock at April 30, 2013. The interest of one person, Fidelity Small Cap Value Fund, an investment company registered under the Investment Company Act of 1940, in the Class A Common Stock of Caci International Incorporated, amounted to 1,200,000 shares or 5.128% of the total outstanding Class A Common Stock at April 30, 2013. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. See attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 09, 2013 Date /s/ Scott C. Goebel Signature Scott C. Goebel Duly authorized under Power of Attorney effective as of June 1, 2008 by and on behalf of FMR LLC and its direct and indirect subsidiaries SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity Management & Research Company ("Fidelity"), 245 Summer Street, Boston, Massachusetts 02210, a wholly- owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 3,368,694 shares or 14.396% of the Class A Common Stock outstanding of Caci International Incorporated ("the Company") as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The number of shares of Class A Common Stock of Caci International Incorporated owned by the investment companies at April 30, 2013 included 247,768 shares of Class A Common Stock resulting from the assumed conversion of $13,540,000 principal amount of CACI INTL INC CONV 2.125% 5/14 (18.2989 shares of Class A Common Stock for each $1,000 principal amount of debenture). The ownership of one investment company, Fidelity Small Cap Discovery Fund, amounted to 1,745,972 shares or 7.461% of the Class A Common Stock outstanding. Fidelity Small Cap Discovery Fund has its principal business office at 245 Summer Street, Boston, Massachusetts 02210. The ownership of one investment company, Fidelity Small Cap Value Fund, amounted to 1,200,000 shares or 5.128% of the Class A Common Stock outstanding. Fidelity Small Cap Value Fund has its principal business office at 245 Summer Street, Boston, Massachusetts 02210. Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the funds each has sole power to dispose of the 3,368,694 shares owned by the Funds. Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Boards of Trustees. Pyramis Global Advisors, LLC ("PGALLC"), 900 Salem Street, Smithfield, Rhode Island, 02917, an indirect wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 132,246 shares or 0.565% of the outstanding Class A Common Stock of Caci International Incorporated as a result of its serving as investment adviser to institutional accounts, non-U.S. mutual funds, or investment companies registered under Section 8 of the Investment Company Act of 1940 owning such shares. The number of shares of Class A Common Stock of Caci International Incorporated owned by the institutional account(s) at April 30, 2013 included 132,246 shares of Class A Common Stock resulting from the assumed conversion of $7,227,000 principal amount of CACI INTL INC CONV 2.125% 5/14 (18.2989 shares of Class A Common Stock for each $1,000 principal amount of debenture). Edward C. Johnson 3d and FMR LLC, through its control of PGALLC, each has sole dispositive power over 132,246 shares and sole power to vote or to direct the voting of 132,246 shares of Class A Common Stock owned by the institutional accounts or funds advised by PGALLC as reported above. Pyramis Global Advisors Trust Company ("PGATC"), 900 Salem Street, Smithfield, Rhode Island, 02917, an indirect wholly-owned subsidiary of FMR LLC and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of 9,149 shares or 0.039% of the outstanding Class A Common Stock of the Caci International Incorporated as a result of its serving as investment manager of institutional accounts owning such shares. The number of shares of Class A Common Stock of Caci International Incorporated owned by the institutional account(s) at April 30, 2013 included 9,149 shares of Class A Common Stock resulting from the assumed conversion of $500,000 principal amount of CACI INTL INC CONV 2.125% 5/14 (18.2989 shares of Class A Common Stock for each $1,000 principal amount of debenture). Edward C. Johnson 3d and FMR LLC, through its control of Pyramis Global Advisors Trust Company, each has sole dispositive power over 9,149 shares and sole power to vote or to direct the voting of 0 shares of Class A Common Stock owned by the institutional accounts managed by PGATC as reported above. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(f)(1) AGREEMENT The undersigned persons, on May 09, 2013, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Class A Common Stock of Caci International Incorporated at April 30, 2013. FMR LLC By /s/ Scott C. Goebel Scott C. Goebel Duly authorized under Power of Attorney effective as of June 1, 2008, by and on behalf of FMR LLC and its direct and indirect subsidiaries Edward C. Johnson 3d By /s/ Scott C. Goebel Scott C. Goebel Duly authorized under Power of Attorney effective as of June 1, 2008, by and on behalf of Edward C. Johnson 3d Fidelity Management & Research Company By /s/ Scott C. Goebel Scott C. Goebel Senior V.P. and General Counsel Fidelity Small Cap Discovery Fund By /s/ Scott C. Goebel Scott C. Goebel Secretary Fidelity Small Cap Value Fund By /s/ Scott C. Goebel Scott C. Goebel Secretary