Edgar Filing: ARMOR HOLDINGS INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â OBRIEN SCOTT TIMOTHY

2. Date of Event Requiring Statement (Month/Day/Year)
05/20/2005

3. Issuer Name and Ticker or Trading Symbol
ARMOR HOLDINGS INC [AH]

(Last)

(First)

(Middle)

C/O 13386 INTERNATIONAL PARKWAY

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President - Products Division

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

(Street)

JACKSONVILLE,Â FLÂ 32218

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	737 ⁽¹⁾	D	Â
Common Stock, par value $0.01 per share	25,000 ⁽²⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	Â ⁽³⁾	02/10/2015	Common Stock	15,000	$ 44.76	D ⁽⁴⁾	Â
Stock Option (right to buy)	Â ⁽³⁾	03/25/2015	Common Stock	75,000	$ 37.9	D ⁽⁵⁾	Â
Stock Option (right to buy)	Â ⁽³⁾	03/25/2015	Common Stock	10,000	$ 37.9	D ⁽⁶⁾	Â
Stock Option (right to buy)	Â ⁽³⁾	07/14/2014	Common Stock	50,000	$ 36.05	D ⁽⁷⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OBRIEN SCOTT TIMOTHY C/O 13386 INTERNATIONAL PARKWAY JACKSONVILLE,Â FLÂ 32218	Â	Â	Â President - Products Division	Â

Signatures

/s/ Scott O'Brien		05/27/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Represents a stock bonus award of which 245 shares will vest on January 1, 2006 and 246 shares which will vest on each of January 1, 2007 and January 1, 2008.
(2)	Represents a stock bonus award which will vest upon a change of control of the issuer.
(3)	Presently Exercisable.
(4)	Sales of Common Stock issued upon an exercise of any such options will be subject to the following lock-up restrictions: (i) 100% of the underlying shares will be restricted from sale for 24 months following February 10, 2005; (ii) 75% of the underlying shares will be restricted from sale for 36 months following February 10, 2005; (iii) 50% of the underlying shares will be restricted from sale for 48 months following February 10, 2005; and (iv) 25% of the underlying shares will be restricted from sale for 60 months following February 10, 2005; in addition, upon the Reporting Person's voluntary termination of employment with the issuer or termination of employment by the issuer for cause, any of the foregoing lock-up periods which have not yet expired shall be extended for an additional five year period.
(5)	Sales of Common Stock issued upon an exercise of any such options will be 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 the issuer or termination of employment by the issuer for cause, any of the foregoing lock-up periods which have not yet expired shall be extended for an additional five year period.
(6)	Sales of Common Stock issued upon an exercise of any such options will be subject to the following lock-up restrictions: (i) 100% of the underlying shares will be restricted from sale for 24 months following March 25, 2005; (ii) 75% of the underlying shares will be restricted from sale for 36 months following March 25, 2005; (iii) 50% of the underlying shares will be restricted from sale for 48 months following March 25, 2005; and (iv) 25% of the underlying shares will be restricted from sale for 60 months following March 25, 2005; in addition, upon the Reporting Person's voluntary termination of employment with the issuer or termination of employment by the issuer for cause, any of the foregoing lock-up periods which have not yet expired shall be extended for an additional five year period.
(7)	Sales of Common Stock issued upon an exercise of any such options will be subject to the following lock-up restrictions: 10,000 shares will be restricted from sale until July 15, 2005; 10,000 shares will be restricted from sale until July 15, 2006; 10,000 shares will be restricted from sale until July 15, 2007; 10,000 shares will be restricted from sale until July 15, 2008; and 10,000 shares will be restricted from sale until July 15, 2009; in addition, upon the Reporting Person's voluntary termination of employment with the issuer or termination of employment by the issuer for cause, any of the foregoing lock-up periods which have not yet expired shall be extended for an additional five year period. Upon a change of control of the issuer, any of the foregoing lock-up periods which have not yet expired shall terminate upon the consummation of such change in control.

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