PARK AEROSPACE CORP — Director's Dealing 2009

May 18, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARK ELECTROCHEMICAL CORP (PKE)
CIK: 0000076267
Period of Report: 2009-05-15

Reporting Person: GILHULEY STEPHEN E (Exec.VP, Sec'y,General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-15	Common Stock	M	4500	$16.54	Acquired	9210	Direct
2009-05-15	Common Stock	S	4500	$18.42	Disposed	4710	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-15	Right to buy option	$16.54	M	4500	Disposed	2009-06-15	Common Stock (4500)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Right to buy option	$15.92	2010-05-22	Common Stock (4406)	4406	Direct
Right to buy option	$23.6	2011-07-19	Common Stock (20000)	20000	Direct
Right to buy option	$29.05	2012-03-20	Common Stock (10000)	10000	Direct
Right to buy option	$19.95	2013-07-24	Common Stock (7500)	7500	Direct
Right to buy option	$23	2014-07-08	Common Stock (7500)	7500	Direct
Right to buy option	$24.56	2015-08-24	Common Stock (12500)	12500	Direct
Right to buy option	$25.35	2016-08-03	Common Stock (14000)	14000	Direct
Right to buy option	$30.28	2017-08-15	Common Stock (14000)	14000	Direct
Right to buy option	$27.1	2018-08-26	Common Stock (10000)	10000	Direct

Footnotes

F1: Option is exercisable, commencing on the date indicated, as to 25% of the aggregate number of shares listed and as to an additional 25% of such shares on each succeeding anniversary of such date.

F2: Option is exercisable as to 656 shares on the date indicated and as to 1,875 additional shares on each of the two succeeding anniversaries of such date.