SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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^*

Nolan Philip O

(Last)

(First)

(Middle)

3101 WILSON BOULEVARD

SUITE 700

(Street)

ARLINGTON

22201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Stanley, Inc. [ SXE ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO, Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2007

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2007		M		34,455	A	$1.44	1,800,200⁽¹⁾	D
Common Stock	02/20/2007		M		12,000	A	$1.78	1,812,200⁽¹⁾	D
Common Stock								307,950	I	By Executive Deferred Compensation and Equity Incentive Trust
Common Stock								150,000	I	By Philip O. Nolan IV 2006 Irrevocable Dynasty Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to buy	$0.53							03/30/2003	03/29/2008	Common Stock	106,000		106,000	D
Option to buy	$1.44	02/20/2007		M			34,455	03/31/2002	03/31/2007	Common Stock	34,455	$0	0	D
Option to buy	$1.44							03/31/2003	03/31/2008	Common Stock	36,000		36,000	D
Option to buy	$1.44							03/31/2004	03/31/2009	Common Stock	36,000		36,000	D
Option to buy	$1.78	02/20/2007		M			12,000	07/01/2002	07/01/2007	Common Stock	12,000	$0	0	D
Option to buy	$1.78							07/01/2003	07/01/2008	Common Stock	12,000		12,000	D
Option to buy	$1.78							07/01/2004	07/01/2009	Common Stock	12,000		12,000	D
Option to buy	$1.78							07/01/2005	03/31/2010	Common Stock	12,000		12,000	D
Option to buy	$2.59							04/29/2004	04/30/2008	Common Stock	18,000		18,000	D
Option to buy	$2.59							04/29/2005	04/30/2008	Common Stock	18,000		18,000	D
Option to buy	$2.59							04/29/2006	04/30/2008	Common Stock	18,000		18,000	D
Option to buy	$2.59							⁽²⁾	04/30/2008	Common Stock	36,000		36,000	D
Option to buy	$8.65							⁽³⁾	05/05/2011	Common Stock	101,250		101,250	D

Explanation of Responses:

1. Includes 213,390 shares held in trust for Mr. Nolan under the Stanley, Inc. Employee Stock Ownership Plan.

2. Options became exercisable upon the completion of the Stanley, Inc. initial public offering on October 23, 2006.

3. These options vest 20% annually over a period beginning on date of grant, May 4, 2006, with a final vesting date of May 4, 2011. None are currently exercisable.

	Jaime L. Chase, Attorney-in-fact	02/22/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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