X0202 4 2005-02-16 0 0000845752 ARMOR HOLDINGS INC AH 0000935577 KANDERS WARREN B C/O KANDERS & COMPANY, INC. ONE LANDMARK SQUARE, 22ND FLOOR STAMFORD CT 06901 1 1 0 0 Chairman of the Board & CEO Common Stock, par value $0.01 per share 2005-02-16 4 F 0 1912 43.75 D 262091 D Common Stock, par value $0.01 per share 2098395 I By Kanders Florida Holdings, Inc. Represents the number of shares withheld by the issuer to satisfy the tax withholding obligations incurred by the vesting of 4,613 shares of restricted common stock held by the reporting person. In addition to the shares reported herein, Mr. Kanders' children beneficially own 4,760 shares of common stock, the beneficial ownership of which is disclaimed by Mr. Kanders. 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) 9,228 shares of common stock awarded to the reporting person by the issuer as a restricted stock award, of which 4,614 shares vest on each of February 9, 2006, and February 9, 2007; and (iii) 11,170 shares of common stock awarded to the reporting person by the issuer as a restricted stock award, of which 3,724 shares vest on January 1, 2006, and 3,723 shares vest on each of January 1, 2007, and January 1, 2008; 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 B. Kanders 2005-02-17