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 VA 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 10% Owner
X Officer (give title below) Other (specify below)
Chairman, CEO, President
3. Date of Earliest Transaction (Month/Day/Year)
02/04/2008
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)
Code V Amount (A) or (D) Price
Common Stock 02/04/2008 M 106,000 A $0.53 1,482,440(1) D
Common Stock 02/04/2008 M 36,000 A $1.44 1,518,440(1) D
Common Stock 02/04/2008 M 12,000 A $1.78 1,530,440(1) D
Common Stock 02/04/2008 M 18,000 A $2.59 1,548,440(1) D
Common Stock 02/04/2008 M 18,000 A $2.59 1,566,440(1) D
Common Stock 02/04/2008 M 18,000 A $2.59 1,584,440(1) D
Common Stock 02/04/2008 M 36,000 A $2.59 1,620,440(1) D
Common Stock 160,034 I By ESOP.
Common Stock 24,016 I By 401(k) Plan.
Common Stock 307,950 I By Executive Deferred Compensation and Equity Incentive Trust.
Common Stock 150,000(2) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to buy $0.53 02/04/2008 M 106,000 03/30/2003 03/29/2008 Common Stock 106,000 $0 0 D
Option to buy $1.44 02/04/2008 M 36,000 03/31/2003 03/31/2008 Common Stock 36,000 $0 0 D
Option to buy $1.78 02/04/2008 M 12,000 07/01/2003 07/01/2008 Common Stock 12,000 $0 0 D
Option to buy $2.59 02/04/2008 M 18,000 04/29/2004 04/30/2008 Common Stock 18,000 $0 0 D
Option to buy $2.59 02/04/2008 M 18,000 04/29/2005 04/29/2008 Common Stock 18,000 $0 0 D
Option to buy $2.59 02/04/2008 M 18,000 04/29/2006 04/30/2008 Common Stock 18,000 $0 0 D
Option to buy $2.59 02/04/2008 M 36,000 (3) 04/30/2008 Common Stock 36,000 $0 0 D
Option to buy $1.44 03/31/2004 03/30/2009 Common Stock 36,000 36,000 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 $8.65 (4) 05/05/2011 Common Stock 101,250 101,250 D
Option to buy $15.26 (5) 05/02/2012 Common Stock 89,890 89,890 D
Explanation of Responses:
1. Includes 10,110 shares which vest in three installments on May 3, 2008 (3,370 shares), May 3, 2009 (3,370 shares) and May 3, 2010 (3,370 shares).
2. Mr. Nolan disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
3. Options became exercisable upon the completion of our initial public offering on October 23, 2006.
4. 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.
5. These nonqualified stock options vest in three installments on May 3, 2008 (29,963 shares), May 3, 2009 (29,963 shares) and May 3, 2010 (29,964 shares).
Jaime L. Chase, Attorney-in-fact 02/05/2008
** 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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