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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* McCarthy Cathy L (Last) (First) (Middle) 4695 MACARTHUR COURT 8TH FLOOR (Street) NEWPORT BEACH CA 92660 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SM&A [ WINS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Pres/CEO
	3. Date of Earliest Transaction (Month/Day/Year) 12/29/2008
	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	12/29/2008		D		14,200	D	(1)	0	I	See Footnote(2)
Common Stock	12/29/2008		D		7,500	D	(1)	0	I	See Footnote(3)
Common Stock	12/29/2008		D		5,657	D	(1)	0	I	See Footnote(4)

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
Restricted Stock Units	(5)	12/29/2008		D			175,000	(1)	(1)	Common Stock	175,000	(1)	0	D
Stock Option (Right to Buy)	$5.75	12/29/2008		D			75,000	(6)	(6)	Common Stock	75,000	(6)	0	D
Stock Option (Right to Buy)	$1.53	12/29/2008		D			7,250	(7)	(7)	Common Stock	7,250	(7)	0	D
Stock Option (Right to Buy)	$3.04	12/29/2008		D			30,000	(7)	(7)	Common Stock	30,000	(7)	0	D
Stock Option (Right to Buy)	$5.93	12/29/2008		D			79,585	(8)	(8)	Common Stock	79,585	(8)	0	D
Stock Option (Right to Buy)	$5.93	12/29/2008		D			14,165	(8)	(8)	Common Stock	14,165	(8)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 31, 2008 (the "Merger Agreement"), by and between SM&A, Project Victor Holdings, Inc. ("Parent") and Project Victor Merger Sub, Inc. Pursuant to the terms of the Merger Agreement, at the effective time of the merger (a) each outstanding share of common stock of SM&A was converted into the right to receive $6.25 per share in cash (less any applicable taxes), (b) each outstanding option to purchase SM&A common stock, other than certain options that were assumed by Parent at the effective time of the merger pursuant to the terms of the Merger Agreement, became fully vested and was cancelled in exchange for the right to receive an amount in cash (less any applicable taxes) equal to the product of (i) the total number of shares subject to such option immediately prior to the effective time of the merger, multiplied by (ii) the excess, if any, of $6.25 over the exercise price per share of such option, and (c) each outstanding SM&A restricted stock unit became fully vested and was cancelled in exchange for the right to receive an amount in cash (less any applicable taxes) equal to the product of (x) the total number of shares subject to such restricted stock unit immediately prior to the effective time of the merger, multiplied by $6.25.

2. Held as Cathy L. McCarthy, Trustee of the Cathy L. Wood Trust.

3. Held as SEP IRA FCC as Custodian.

4. Held as Cathy L. McCarthy.

5. Each restricted stock unit represents a contingent right to receive one share of SM&A common stock, par value $.0001 per share.

6. This option, which vests 25% per year over a four-year period following its January 4, 2008 grant date, was assumed by Parent at the effective time of the merger pursuant to the terms of the Merger Agreement and converted into an option to purchase shares of Parent common stock.

7. This option, which was fully vested, was assumed by Parent at the effective time of the merger pursuant to the terms of the Merger Agreement and converted into an option to purchase shares of Parent common stock.

8. This option, which vests in sixteen quarterly installments commencing on the three-month anniversary of its January 3, 2007 grant date, was assumed by Parent at the effective time of the merger pursuant to the terms of the Merger Agreement and converted into an option to purchase shares of Parent common stock.

	Irma Eggert by Power of Attorney	12/31/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.