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CPI AEROSTRUCTURES INC Director's Dealing 2006

Sep 6, 2006

34768_dirs_2006-09-06_8575bceb-e184-4c73-888d-0f4694caf47b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CPI AEROSTRUCTURES INC (CVU)
CIK: 0000889348
Period of Report: 2006-09-01

Reporting Person: MIDWOOD CAPITAL MANAGEMENT LLC (10% Owner)
Reporting Person: MIDWOOD CAPITAL PARTNERS LP (10% Owner)
Reporting Person: MIDWOOD CAPITAL PARTNERS QP LP (10% Owner)
Reporting Person: Cohen David E (10% Owner)
Reporting Person: DeMont Ross D (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-09-01 Common Stock S 100 $4.4 Disposed 593749 Indirect
2006-09-01 Common Stock S 100 $4.4 Disposed 593649 Indirect
2006-09-01 Common Stock S 100 $4.4 Disposed 593549 Indirect
2006-09-06 Common Stock S 500 $4.52 Disposed 593049 Indirect
2006-09-06 Common Stock S 1000 $4.52 Disposed 592049 Indirect

Footnotes

F1: Represents 44 shares sold by Midwood Capital Partners, LP ("LP") and 56 shares sold by Midwood Capital Partners QP, LP ("QP"). All such shares sold by LP and QP were also indirectly held by Midwood Capital Management LLC, General Partner of LP and QP, and by David E. Cohen and Ross D. DeMont, managing members of the General Partner

F2: Represents 44 shares sold by LP and 56 shares sold by QP

F3: Represents 44 shares sold by LP and 56 shares sold by QP

F4: Represents 222 shares sold by LP and 278 shares sold by QP

F5: Represents 444 shares sold by LP and 556 shares sold by QP