U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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(f) of the Investment Company Act of 1940
/ / 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
Spiller Jonathan M.
(Last) (First) (Middle)
c/o Armor Holdings, Inc.
191 Nassau Place Road
(Street)
Yulee Florida 32097
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Armor Holdings, Inc. (ABE)
3. IRS or Social Security Number of Reporting Person (Voluntary)
###-##-####
4. Statement for Month/Year
November 1996
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
/x/ Director / / 10% Owner
/x/ Officer (give title below) / / Other (specify below)
President and Chief Executive Officer
<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
5. Amount
of Secu-
rities
Bene-
ficially
4. Securities Acquired (A) Owned at 6. Ownership
2. Trans- 3. Trans- or Disposed of (D) End of Form:
action action (Instr. 3, 4 and 5) Issuer's Direct 7. Nature of
Date Code ----------------------------- Fiscal (D) or Indirect
(Month/ (Instr. 8) (A) Year Indirect Beneficial
1. Title of Security Day/ ------------- Amount or Price (Instr. (I) Ownership
(Instr. 3) Year) Code V (D) 3 and 4) (Instr. 4) (Instr. 4)
- ----------------------------- ---------- ------ ----- ------------ --- ---------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 11/8/96 S 24,000 D $6.50 196,664 D
Common Stock 3/18/96 P 100 A $5.1875 196,664 D
Common Stock* 3/1/96 S 1,740 D $5.75 196,664 D
Common Stock - - - - - 43,541 I By Children
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
<TABLE>
<CAPTION>
Table II--Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
2. Conver- 5. Number of Deriv- 6. Date Exercisable
sion or 3. Trans- ative Securities and Expiration Date
Exercise action 4. Transac- Acquired (A) or (Month/Day/Year)
Price of Date tion Code Disposed of (D) ----------------------
Deriv- (Month/ (Instr. 8) (Instr. 3, 4, and 5) Date
1. Title of Derivative Security ative Day/ ------------- -------------------------- Exercis- Expiration
(Instr. 3) Security Year) Code V (A) (D) able Date
- ---------------------------------------- ----------- ---------- ------ ----- ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Employee Stock Options (Right to buy) ** ** - - - ** **
Employee Stock Options (Right to buy)*** $1.00/sh. 3/4/96 A 24,000 1/19/96 1/19/96
<CAPTION>
9. Number of 10. Ownership
Derivative Form of
Securities Derivative
7. Title and Amount of Underlying Benefi- Security:
Securities (Instr. 3 and 4) cially Direct 11. Nature of
---------------------------------------- 8. Price of Owned at (D) or Indirect
Amount or Derivative End of Indirect Beneficial
1. Title of Derivative Title Number of Security Month (I) Ownership
Security (Instr. 3) Shares (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4)
- --------------------------- --------------------------- ----------- ------------- ------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Employee Stock Options
(Right to buy) Common Stock 450,000 ** 474,000 D
Employee Stock Options
(Right to buy)*** Common Stock 24,000 *** 474,000 D
</TABLE>
Explanation of Responses: See continuation page 3 for explanation of responses.
By: /s/ Jonathan M. Spiller November 22, 1996
**Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
EXPLANATION OF RESPONSES
* Represents a disposition of securities which was inadvertently not timely
reported previously.
** These options were granted under the Armor Holdings, Inc. (the "Company")
1994 Incentive Stock Plan between January 1, 1994 and December 12, 1995, at
exercise prices ranging from $.79 to $1.05 per share, and will expire at
various times between January 1, 2004 and March 28, 2005. All of these
options became exercisable on January 18, 1996, due to a change in control
of the Company.
*** These options were granted as of January 19, 1996 and ratified by the Board
of Directors of the Company on March 4, 1996. These options are
non-qualified options not granted pursuant to any stock option plan. The
option grant was originally for 50,000 shares, but was subject to reduction
upon the occurrence of certain events, as set forth in the letter agreement
between the reporting person and Kanders Florida Holdings, Inc., a principal
stockholder of the Company. Such letter agreement is filed as an exhibit to
the reporting person's Schedule 13D, as amended. The option grant was
reduced pursuant to the terms of said letter agreement and the option
agreement entered into between the reporting person and the Company to
24,000 shares, the number of shares of Common Stock sold by the reporting
person on November 8, 1996.
