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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 | ||||||||
Non-Qualified Stock Option (right to buy) | $ 20 | 05/25/2006 | D | 3,000 | 04/01/1998 | 04/01/2007 | Common Stock | 3,000 | $ 16.5 (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 24.375 | 05/25/2006 | D | 3,000 | 03/20/1999 | 03/20/2008 | Common Stock | 3,000 | $ 12.125 (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 10.5 | 05/25/2006 | D | 3,000 | 03/11/2000 | 03/11/2009 | Common Stock | 3,000 | $ 26 (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 9.5625 | 05/25/2006 | D | 7,500 | 03/16/2001 | 03/16/2010 | Common Stock | 7,500 | $ 26.9375 (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 20.25 | 05/25/2006 | D | 4,000 | 03/22/2002 | 03/22/2011 | Common Stock | 4,000 | $ 16.25 (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 18.54 | 05/25/2006 | D | 5,000 | 03/25/2003 | 03/25/2012 | Common Stock | 5,000 | $ 17.96 (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 9.52 | 05/25/2006 | D | 5,000 | 03/05/2004 | 03/05/2013 | Common Stock | 5,000 | $ 26.98 (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 9.7 | 05/25/2006 | D | 4,000 | 03/07/2004 | 03/07/2013 | Common Stock | 4,000 | $ 26.8 (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 14.62 | 05/25/2006 | D | 20,000 | 03/31/2005 | 03/31/2014 | Common Stock | 20,000 | $ 21.88 (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STEVENSON DONALD E P.O. BOX 1637 HOUSTON, TX 77251-1637 |
Advisory Director |
/s/ Donald Stevenson | 06/01/2006 | |
**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 Agreement and Plan of Merger (the "Merger Agreement") dated as of February 27, 2006, as amended, by and among Stewart & Stevenson Services, Inc., Armor Holdings, Inc. and Santana Acquisition Corp., in exchange for $36.50 for each share of common stock of the issuer held by the reporting person. |
(2) | Shares held by Donald E. Stevenson Trust. |
(3) | Cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of the number of shares of common stock subject to the option multiplied by the excess, if any, of $36.50 over the exercise price per share of common stock under such option. |