X0202 4 2005-02-10 0 0000845752 ARMOR HOLDINGS INC AH 0000935577 KANDERS WARREN B C/O KANDERS & COMPANY, INC. ONE LANDMARK SQUARE, 22ND FL STAMFORD CT 06901 1 1 0 0 Chairman of the Board and CEO Common Stock, par value $0.01 per share 2005-02-10 4 A 0 11170 0 A 264003 D Common Stock, par value $0.01 per share 2098395 I By Kanders Florida Holdings, Inc. Represents a grant of restricted stock, 3,724 shares of which will vest on January 1, 2006 and 3,723 shares of which will vest on each of January 1, 2007, and January 1, 2008. In addition to the shares reported herein, Mr. Kanders' children beneficially own 4,760 shares of common stock of which Mr. Kanders disclaims beneficial ownership. The amount of securities reported as beneficially owned following the reported transaction includes: (i) 200,000 shares of a vested, deferred restricted stock grant which is deferred until November 11, 2008; (ii) 4,613 shares of common stock awarded to the reporting person by the issuer as a restricted stock award which vests on February 9, 2005; (iii) 4,614 shares of common stock awarded to the reporting person by the issuer as a restricted stock award which vests on February 9, 2006; and (iv) 4,614 shares of common stock awarded to the reporting person by the issuer as a restricted stock award which vests on February 9, 2007, in each case subject to acceleration under certain circumstances. The reporting person is the sole stockholder and sole director of Kanders Florida Holdings, Inc. /s/ Warren Kanders 2005-02-14