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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 37.9 | 07/31/2007 | D | 328,000 | 03/25/2005 | 03/25/2015 | Common Stock | 328,000 | $ 50.1 (8) | 0 | D | ||||
| Stock Option (right to buy) | $ 45.93 | 07/31/2007 | D | 150,000 | 03/25/2005(4) | 01/03/2015 | Common Stock | 150,000 | $ 42.07 (8) | 0 | D | ||||
| Stock Option (right to buy) | $ 28.9 | 07/31/2007 | D | 250,000 | 03/25/2005(5) | 02/09/2014 | Common Stock | 250,000 | $ 59.1 (8) | 0 | D | ||||
| Stock Option (right to buy) | $ 14.32 | 07/31/2007 | D | 286,034 | 03/25/2005(6) | 07/26/2013 | Common Stock | 286,034 | $ 73.68 (8) | 0 | D | ||||
| Stock Option (right to buy) | $ 24.07 | 07/31/2007 | D | 250,000 | 03/25/2005(7) | 06/24/2012 | Common Stock | 250,000 | $ 63.93 (8) | 0 | D | ||||
| Stock Option (right to buy) | $ 24.07 | 07/31/2007 | D | 12,300 | 12/31/2004 | 06/24/2012 | Common Stock | 12,300 | $ 63.93 (8) | 0 | D | ||||
| Stock Option (right to buy) | $ 14.44 | 07/31/2007 | D | 8,125 | 12/31/2002 | 06/19/2011 | Common Stock | 8,215 | $ 73.56 (8) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KANDERS WARREN B C/O KANDERS & COMPANY, INC. ONE LANDMARK SQUARE, 22ND FL STAMFORD, CT 06901 |
X | Chairman of the Board and CEO | ||
| /s/ Warren B. Kanders | 07/31/2007 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of May 7, 2007 by and among BAE Systems, Inc., Jaguar Acquisition Sub Inc. and Armor Holdings, Inc. in exchange for $88.00 for each share of common stock of the issuer held by the reporting person. |
| (2) | The amount of securities reported as beneficially owned prior to the transaction excludes 300,000 performance shares if Armor Holdings, Inc. achieves a rolling four quarter EBITDA of $304.8 million as well as a $70 stock price for five consecutive trading days. The EBITDA and stock price targets described in the preceding sentence have been achieved but such performance shares have never formally been issued and the performance shares will be cancelled pursuant to the Merger Agreement in exchange for $88.00 for each performance share. |
| (3) | The reporting person is the sole stockholder and sole director of Kanders Florida Holdings, Inc. |
| (4) | Vesting dates accelerated on March 25, 2005. |
| (5) | Options were to vest in three equal installments annually beginning December 31, 2005. All vesting dates accelerated on March 25, 2005. Currently all options are exercisable. |
| (6) | Options were to vest in three equal installments annually beginning July 26, 2004. All vesting dates accelerated on March 25, 2005. Currently all options are exercisable. |
| (7) | Original vesting date of December 31, 2006 was accelerated on March 25, 2005. Presently exercisable. |
| (8) | Cancelled pursuant to the Merger Agreement in exchange for a lump sum cash payment (less any applicable withholding) equal to the product of the number of shares of common stock subject to the option multiplied by the excess, if any, of $88.00 over the exercise price per share of common stock under such option. |