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 *

Narel Lucas J 		2. Issuer Name and Ticker or Trading Symbol

NCI, Inc. [ NCIT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, CFO and Treasurer
(Last)          (First)          (Middle)

C/O NCI, INC., 11730 PLAZA AMERICA DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/12/2017
(Street)

RESTON, VA 20190
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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
Class A Common Stock   8/12/2017     U    22731   D   (1) 0   D    
Class A Common Stock   8/15/2017     J    40000   D   (2) 0   D    

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
Non-Qualified Class A Common Stock Option (Right to Buy)   $7.28   8/15/2017     D         50000    3/9/2016   3/9/2019   Class A Common Stock   50000     (3) 0   D    
Non-Qualified Class A Common Stock Option (Right to Buy)   $4.51   8/15/2017     D         150000    8/24/2015   6/5/2020   Class A Common Stock   150000     (3) 0   D    

Explanation of Responses:
(1)  The Reporting Person tendered the shares in exchange for $20.00 per share, net to the Reporting Person in cash, without interest and subject to deduction for any required withholding of taxes, in the tender offer (the "Offer") made pursuant to the Agreement and Plan of Merger, dated July 2, 2017, by and among the Issuer, Cloud Intermediate Holdings, LLC and Cloud Merger Sub, Inc. (the "Merger Agreement").
(2)  These shares of restricted stock were deemed vested pursuant to the terms of the Merger Agreement and were canceled and converted into the right to receive an amount in cash equal to $20.00 per share, net in cash, without interest and subject to deduction for any required withholding of taxes.
(3)  Pursuant to the terms of the Merger Agreement, this option was canceled and converted into the right to receive an amount in cash equal to the product of (a) the excess of $20.00 over the exercise price of this option, and (b) the number of shares subject to such option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Narel Lucas J
C/O NCI, INC.
11730 PLAZA AMERICA DRIVE
RESTON, VA 20190

EVP, CFO and Treasurer

Signatures
/s/ Michele R. Cappello, as Attorney-in-Fact 8/15/2017
** 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.
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