Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Mathis Charles Alexander
  2. Issuer Name and Ticker or Trading Symbol
FORCE PROTECTION INC [FRPT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
1520 OLD TROLLEY ROAD
3. Date of Earliest Transaction (Month/Day/Year)
12/17/2011
(Street)

SUMMERVILLE, SC 29485
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 12/17/2011   D   65,418 (1) D $ 5.52 0 D  
Common Stock 12/17/2011   D   58,520 (2) D $ 5.52 0 D  
Common Stock 12/17/2011   U   57,290 D $ 5.52 0 D  

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)

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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 3.28 12/17/2011   D     25,000   (3) 11/21/2018 Common Stock 25,000 $ 2.24 0 D  
Stock Options (Right to Buy) $ 5.81 12/17/2011   D     10,972   (4) 04/07/2019 Common Stock 10,972 $ 0 0 D  
Stock Options (Right to Buy) $ 5.34 12/17/2011   D     29,928   (5) 02/16/2020 Common Stock 29,928 $ 0.18 0 D  
Stock Options (Right to Buy) $ 4.78 12/17/2011   D     26,747   (6) 03/02/2021 Common Stock 26,747 $ 0.74 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Mathis Charles Alexander
1520 OLD TROLLEY ROAD
SUMMERVILLE, SC 29485
      Chief Financial Officer  

Signatures

 /s/ John F. Wall III as attorney in fact for Charles Alexander Mathis   12/20/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Represents time vested restricted stock that vested and was canceled pursuant to the Agreement and Plan of Merger in exchange for a cash payment representing the number of shares multiplied by the per share purchase price of $5.52.
(2) Represents performance-based restricted stock that vested and was canceled pursuant to the Agreement and Plan of Merger in exchange for a cash payment representing the number of shares multiplied by the per share purchase price of $5.52.
(3) This option was cancelled pursuant to the Agreement and Plan of Merger in exchange for a cash payment equal to the number of shares underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $5.52.
(4) This option was cancelled pursuant to the Agreement and Plan of Merger in exchange for a cash payment equal to the number of shares underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $5.52.
(5) This option was cancelled pursuant to the Agreement and Plan of Merger in exchange for a cash payment equal to the number of shares underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $5.52.
(6) This option was cancelled pursuant to the Agreement and Plan of Merger in exchange for a cash payment equal to the number of shares underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $5.52.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.