CUSIP
No. 846241107 |
Page
2 of 8
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(1)
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Name of Reporting Persons.
SIERRA
NEVADA CORPORATION
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(2) | Check the Appropriate
Box if a Member of a Group (See Instructions)
(a) o
(b) o
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(3)
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SEC
Use Only
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(4) |
Source of Funds (See Instructions)
N/A
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(5)
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Check if Disclosure of Legal Proceedings is Required
Pursuant to Items
2(d) or 2(e)
o
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(6)
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Citizenship or Place of Organization
NAVADA
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(7)
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Sole
Voting Power
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0 | ||
Number of Shares | ||||
Beneficially Owned |
(8)
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Shared Voting Power
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18,642,156 (1) | |
by Each Reporting | ||||
Person With |
(9)
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Sole Dispositive Power
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0 | |
(10)
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Shared
Dispositive Power
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0 | ||
(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
18,642,156
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | |||
(13)
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Percent
of Class Represented by Amount in Row (11)
37%
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(14)
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Type
of Reporting Person (See Instructions)
CO
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(1)
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Includes certain
shares issuable upon conversion of preferred stock or exercise of warrants
and stock options. Also takes into account provisions set forth in
the Issuer’s Certificate of Incorporation limiting the number of shares
issuable upon conversion of preferred stock based upon aggregate ownership
limitations of certain affiliated
holders.
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Exhibit 2.1 |
Agreement
and Plan of Merger, dated as of October 20, 2008, among Sierra Nevada
Corporation, SDV Acquisition Corp. and SpaceDev, Inc. (incorporated by
reference to Exhibit 2.1 to the Current Report on Form 8-K filed by
SpaceDev, Inc. with the SEC on October 21, 2008).
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Exhibit 2.2 |
Form
of Voting Agreement and Irrevocable Proxy, effective as of October 20,
2008, among Sierra Nevada Corporation and the Base Holders (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by
SpaceDev, Inc. with the SEC on October 21, 2008).
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Exhibit 2.3 |
Form
of Voting Agreement and Irrevocable Proxy, effective as of October 20,
2008, among Sierra Nevada Corporation and the Laurus Holders.
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Exhibit 2.4 |
Form
of Voting Agreement and Irrevocable Proxy, effective as of October 20,
2008, among Sierra Nevada Corporation and the Time-Limited
Holders.
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Exhibit 2.5 |
Form
of Voting Agreement and Irrevocable Proxy, effective as of October 20,
2008, among Sierra Nevada Corporation and the Benson
Holders.
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Dated: October 29, 2008 | SIERRA NEVADA CORPORATION |
By: /s/ Eren Ozmen | |
Eren Ozmen, Secretary and Treasurer |
Name
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Present
Principal Occupation Including Name and
Address of Employer |
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Eren
Ozmen
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Chairwoman of the
Board of Directors, Chief Financial Officer, Secretary and
Treasurer
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Fatih
Ozmen
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President, Chief
Executive Officer and Director
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Stockholder
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Shares Beneficially Owned
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Notes
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Mark N.
Sirangelo
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2,142,500
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(1)
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Richard B.
Slansky
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2,237,886
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(2)
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Scott F.
Tibbits
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1,909,807
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Rockmore Investment
Master Fund
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145,135
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(3)
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Portside Growth
& Opportunity Fund
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162,422
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(4)
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Valens Offshore SPV
I, Ltd.
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3,765,296
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(5)
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Valens U.S. SPV I
LLC
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38,209
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PSource Structured
Debt Limited
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1,076,203
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(6)
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The Tail Wind Fund,
Ltd.
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274,892
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(7)
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Warrant Strategies
Fund, LLC
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150,595
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(8)
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Fort Mason Partner
LP
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3,356
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(8)
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Fort Mason Master
LP
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51,748
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(8)
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Susan C.
Benson
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6,684,107
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(9)
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