STEWART & STEVENSON SERVICES INC 4

4 · STEWART & STEVENSON SERVICES INC · Filed Jun 2, 2006

Form 4

Period: 2006-05-25

Vice President

Transactions

Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2006-05-25$10.62/sh−20,000$212,400→ 0 total
Exercise: $25.88From: 2002-02-20Exp: 2011-02-20→ Common Stock (20,000 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2006-05-25$17.96/sh−15,000$269,400→ 0 total
Exercise: $18.54From: 2003-03-25Exp: 2012-03-25→ Common Stock (15,000 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2006-05-25$18.80/sh−10,000$188,000→ 0 total
Exercise: $17.70From: 2003-04-08Exp: 2012-04-08→ Common Stock (10,000 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2006-05-25$26.98/sh−30,000$809,400→ 0 total
Exercise: $9.52From: 2004-03-05Exp: 2013-03-05→ Common Stock (30,000 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2006-05-25$21.88/sh−75,000$1,641,000→ 0 total
Exercise: $14.62From: 2005-03-31Exp: 2014-03-31→ Common Stock (75,000 underlying)
Disposition to Issuer
Common Stock
2006-05-25$36.50/sh−2,001$73,037→ 0 total(indirect: By 401(k))

Footnotes (8)

[F1]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.
[F2]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.
[F3]The stock option becomes exercisable in four equal annual installments commencing February 20, 2002.
[F4]The stock option becomes exercisable in four equal annual installments commencing Marcy 25, 2003.
[F5]The stock option becomes exercisable in four equal annual installments commencing April 8, 2003.
[F6]The stock option becomes exercisable in four equal annual installments commencing March 5, 2004.
[F7]The stock option becomes exercisable in four equal annual installments commencing March 7, 2004.
[F8]The stock option becomes exercisable in four equal annual installments commencing March 31, 2005.

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