CPI AEROSTRUCTURES INC — Director's Dealing 2011

Jan 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CPI AEROSTRUCTURES INC (CVU)
CIK: 0000889348
Period of Report: 2010-12-30

Reporting Person: ROSENFELD ERIC (Director, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-30	Common Stock	M	25000	$10.06	Acquired	959334	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-30	Stock Option (right to buy)	$10.06	M	25000	Disposed	2010-12-31	Common Shares (25000)	Direct
2011-01-01	Stock Option (right to buy)	$14.08	A	25000	Acquired	2015-12-31	Common Stock (25000)	Direct

Footnotes

F1: Represents (a) 30,000 owned individually, (b) 46,000 common shares owned as joint tenants by Mr. Rosenfeld and his wife, and (c) 883,334 common shares held by Crescendo Partners II, L.P. Series L ("Crescendo Partners II"). Mr. Rosenfeld is the senior managing member of the sole general partner of Crescendo Partners II. Mr. Rosenfeld disclaims beneficial ownership of the shares held by Crescendo Partners II, except to the extent of his pecuniary interest therein.