CPI AEROSTRUCTURES INC — Director's Dealing 2013

Apr 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CPI AEROSTRUCTURES INC (CVU)
CIK: 0000889348
Period of Report: 2013-03-29

Reporting Person: ROSENFELD ERIC (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-29	Common Stock	M	10000	$8.20	Acquired	135065	Direct
2013-03-29	Common Stock	F	9568	$8.57	Disposed	125497	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-29	Option to Purchase Common Stock	$8.20	M	10000	Disposed	2013-03-31	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	510270	Indirect

Footnotes

F1: Mr. Rosenfeld is the senior managing member of Crescendo Investments II, LLC ("Crescendo Investments II"). Crescendo Investments II is the general partner of Crescendo Partners II, L.P. Series L ("Crescendo Partners II"). Mr. Rosenfeld and Crescendo Investments II disclaim beneficial ownership of the shares held by Crescendo Partners II, except to the extent of his or its pecuniary interest therein.