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CPI AEROSTRUCTURES INC Director's Dealing 2006

Aug 22, 2006

34768_dirs_2006-08-22_e114cb3b-a183-4527-9e3c-7fbfa7f5d02a.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: 2006-08-18

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
2006-08-18 Common Stock S 500 $4.65 Disposed 612849 Indirect
2006-08-21 Common Stock S 100 $4.53 Disposed 612749 Indirect
2006-08-21 Common Stock S 400 $4.53 Disposed 612349 Indirect

Footnotes

F1: Represents 500 shares sold by Midwood Capital Partners, LP ("LP"). All shares sold by LP and QP were also indirectly held by Midwood Capital Management LLC, General Partner of LP and of Midwood Capital Partners QP, LP ("QP"), and by David E. Cohen and Ross D. DeMont, managing members of the General Partner

F2: Represents 100 shares sold by LP

F3: Represents 277 shares sold by LP and 123 shares sold by QP