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^*

SEPUCHA ROBERT C

(Last)

(First)

(Middle)

25531 COMMERCENTRE DR. #120

(Street)

LAKE FOREST

92630-8873

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SPARTA INC /DE [ NONE ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2008

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)
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	06/03/2008	06/03/2008	J⁽¹⁾		60,701	D	$77.6	0	D
Common Stock	06/03/2008	06/03/2008	J⁽¹⁾		40,791	D	$77.6	0	I	By Profit Sharing Plan

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)
Employee Stock Option (Right to Buy)	$30.32	06/03/2008	06/03/2008	J⁽²⁾			283	06/25/2005	06/25/2008	Common Stock	283	$0.00	0	D
Employee Stock Option (Right to Buy)	$34.58	06/03/2008	06/03/2008	J⁽²⁾			10,872	12/21/2005	12/21/2008	Common Stock	10,872	$0.00	0	D
Employee Stock Option (Right to Buy)	$40.87	06/03/2008	06/03/2008	J⁽²⁾			164	06/21/2006	06/21/2009	Common Stock	164	$0.00	0	D
Employee Stock Option (Right to Buy)	$42.12	06/03/2008	06/03/2008	J⁽²⁾			4,156	12/21/2006	12/21/2009	Common Stock	4,156	$0.00	0	D
Employee Stock Option (Right to Buy)	$42.49	06/03/2008	06/03/2008	J⁽²⁾			110	09/01/2007	06/02/2010	Common Stock	110	$0.00	0	D
Employee Stock Option (Right to Buy)	$42.78	06/03/2008	06/03/2008	J⁽²⁾			433	03/01/2008	03/01/2011	Common Stock	433	$0.00	0	D
Employee Stock Option (Right to Buy)	$44.93	06/03/2008	06/03/2008	J⁽²⁾			185	09/01/2008	09/01/2011	Common Stock	185	$0.00	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger dated as of January 15, 2008 among SPARTA, Inc. (the "Company"), Cobham Holdings, Inc and Rocob Acquisition, Inc. (the "Merger Agreement"), upon consummation of the merger on June 3, 2008, each share of the Company's common stock was cancelled and converted into the right to receive $77.60 in cash, without interest.

2. Pursuant to the terms of the Merger Agreement, upon consummation of the merger on June 3, 2008, these stock options were cancelled and, subject to the existing vesting schedule of each underlying option, converted into the right to receive cash in the amount of the minimum of $77.60 per option, less any applicable exercise price per option and any applicable withholding.

Remarks:

	/s/ Jerry R. Fabian as attorney in fact for Robert Sepucha	06/05/2008
	** 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).
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