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CPI AEROSTRUCTURES INC Director's Dealing 2006

Jul 14, 2006

34768_dirs_2006-07-14_aa8dd07d-1648-4ba8-a465-6635561a2c52.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: 2006-07-14

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-07-12 Common Stock S 1000 $7.20 Disposed 632049 Indirect
2006-07-12 Common Stock S 1000 $7.20 Disposed 631049 Indirect
2006-07-12 Common Stock S 1000 $7.20 Disposed 630049 Indirect
2006-07-12 Common Stock S 100 $7.18 Disposed 629949 Indirect
2006-07-12 Common Stock S 900 $7.18 Disposed 629049 Indirect

Footnotes

F1: Represents 475 shares sold by Midwood Capital Partners, LP ("LP") and 525 shares sold by Midwood Capital Partners QP, LP ("QP"). All shares sold by LP and QP are indirectly held by Midwood Capital Management LLC, and by David E. Cohen and Ross D. DeMont, General Partner of LP and QP and managing members of the General Partner, respectively.

F2: Represents 445 shares sold by Midwood Capital Partners, LP and 555 shares sold by Midwood Capital Partners QP, LP.

F3: Represents 445 shares sold by Midwood Capital Partners, LP and 555 shares sold by Midwood Capital Partners QP, LP.

F4: Represents 44 shares sold by Midwood Capital Partners, LP and 56 shares sold by Midwood Capital Partners QP, LP.

F5: Represents 400 shares sold by Midwood Capital Partners, LP and 500 shares sold by Midwood Capital Partners QP, LP.