SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Torti Christopher J

(Last)

(First)

(Middle)

C/O STANLEY, INC.

3101 WILSON BOULEVARD, SUITE 700

(Street)

ARLINGTON

22201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Stanley, Inc. [ SXE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/20/2009		M		24,000	A	$2.3533	243,621	D
Common Stock	03/20/2009		M		23,292	A	$3.3333	266,913	D
Common Stock	03/20/2009		M		18,000	A	$7.8627	284,913	D
Common Stock	03/20/2009		M		1,666	A	$15.26	286,579	D
Common Stock								53,245	I	By ESOP
Common Stock								5,441	I	By 401(k) Plan
Common Stock								51,000	I	By Executive Deferred Compensation and Equity Incentive Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$2.3533	03/20/2009		M			24,000	⁽¹⁾	04/29/2013	Common Stock	24,000	$0	0	D
Employee Stock Option (right to buy)	$3.3333	03/20/2009		M			23,292	⁽²⁾	05/04/2014	Common Stock	23,292	$0	6,708	D
Employee Stock Option (right to buy)	$7.8627	03/20/2009		M			18,000	⁽³⁾	05/04/2016	Common Stock	18,000	$0	27,000	D
Employee Stock Option (right to buy)	$15.26	03/20/2009		M			1,666	⁽⁴⁾	05/03/2012	Common Stock	1,666	$0	27,674	D

Explanation of Responses:

1. 6,000 options became exercisable on April 29, 2005, 6,000 options became exercisable on April 29, 2006, and the remaining 12,000 options became exercisable upon the completion of the Company's initial public offering on October 23, 2006.

2. 6,000 options became exercisable on May 4, 2005, 6,000 options became exercisable on May 4, 2006, and the remaining 18,000 options became exercisable upon the completion of the Company's initial public offering on October 23, 2006.

3. These options vest 20% annually over a period beginning on the date of grant, May 4, 2006, with a final vesting date of May 4, 2011.

4. These options vest in three installments, on May 3, 2008 (9,779 shares), May 3, 2009 (9,779 shares) and May 3, 2010 (9,782 shares).

Remarks:

	/s/ Sean M. Gallagher, as Attorney-in-Fact	03/23/2009
	** 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).
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