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*
HEIAR GLENN J

(Last) (First) (Middle)
C\O ARMOR HOLDINGS, INC.
13386 INTERNATIONAL PARKWAY

(Street)
JACKSONVILLE FL 32218

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ARMOR HOLDINGS INC [ AH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2005
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 08/17/2005 S 4,310 D $42.68 0 D
Common Stock, par value $0.01 per share 08/17/2005 S 1,600 D $42.63 0 D
Common Stock, par value $0.01 per share 08/17/2005 M 9,623 A $21.75 0 D
Common Stock, par value $0.01 per share 08/17/2005 S 9,623 D $42.9374 0 D
Common Stock, par value $0.01 per share 08/18/2005 S 500 D $42.34 0 D
Common Stock, par value $0.01 per share 08/18/2005 S 500 D $42.32 0 D
Common Stock, par value $0.01 per share 08/18/2005 S 1,000 D $42.4 0 D
Common Stock, par value $0.01 per share 08/18/2005 S 1,600 D $42.33 0 D
Common Stock, par value $0.01 per share 08/18/2005 S 2,000 D $42.25 0 D
Common Stock, par value $0.01 per share 08/18/2005 S 1,000 D $42.35 0 D
Common Stock, par value $0.01 per share 08/18/2005 M 33,534 A $21.75 0 D
Common Stock, par value $0.01 per share 08/18/2005 S 33,534 D $42.34 0 D
Common Stock, par value $0.01 per share 08/19/2005 M 11,234 A $21.75 0 D
Common Stock, par value $0.01 per share 08/19/2005 S 11,234 D $42.1372 34,265(1) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $21.75 08/17/2005 M 9,623 (2) 02/06/2012 Common Stock 9,623 $0 0 D
Stock Option (right to buy) $21.75 08/18/2005 M 33,534 (2) 02/06/2012 Common Stock 33,534 $0 0 D
Stock Option (right to buy) $21.75 08/19/2005 M 11,234 (2) 02/06/2012 Common Stock 11,234 $0 0(3)(4)(5) D
Explanation of Responses:
1. The amount of securities reported as beneficially owned following the reported transactions includes: (i) 2,000 shares of restricted stock all of which will vest on December 31, 2005; (ii) 1,520 shares of restricted stock all of which will vest on December 31, 2006; (iii) 1,954 shares of restricted stock 651 shares of which will vest on each of January 1, 2006 and 2007, and 652 shares of which will vest on January 1, 2008; and (iv) 25,000 shares of restricted stock all of which will vest upon the consummation of a change in control of Armor Holdings, Inc.
2. Presently exercisable.
3. In addition to the stock options reported herein, the Reporting Person is the beneficial owner of stock options to purchase: (i) 20,000 shares at an exercise price of $28.46; (ii) 80,000 shares at an exercise price of $28.46 which are presently exercisable; sales of common stock issued upon an exercise of any such options are subject to the following lock-up restrictions: 20,000 shares will be restricted from sale until March 11, 2006; 20,000 shares will be restricted from sale until March 11, 2007; 20,000 shares will be restricted from sale until March 11, 2008; and 20,000 shares will be restricted from sale until March 11, 2009;
4. (iii) 25,000 shares at an exercise price of $44.76 which are presently exercisable; sales of common stock issued upon an exercise of any such options will be subject to the following lock-up restrictions: all of the shares will be restricted from sale for two years from February 10, 2005 (the "Vesting Date"), 75% of the shares will be restricted from sale for three years from the Vesting Date, 50% of the shares will be restricted from sale for four years from the Vesting Date, and 25% of the shares will be restricted from sale for five years from the Vesting Date; and
5. (iv) 75,000 shares at an exercise price of $37.90 which are presently exercisable; sales of common stock issued upon an exercise of any such options are subject to the following lock-up restrictions: 6,250 shares will be restricted from sale until January 1, 2008; 12,500 shares will be restricted from sale until January 1, 2009; 18,750 shares will be restricted from sale until January 1, 2010; 18,750 shares will be restricted from sale until January 1, 2011; 12,500 shares will be restricted from sale until January 1, 2012; and 6,250 shares will be restricted from sale until January 1, 2013. In addition, upon the Reporting Person's voluntary termination of employment with Armor Holdings, Inc., any of the foregoing lock-up periods which have not yet expired shall be extended for an additional five year period.
/s/ Glenn J. Heiar 08/19/2005
** 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 Number.