SYPRIS SOLUTIONS INC — Director's Dealing 2007

Jun 14, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYPRIS SOLUTIONS INC (SYPR)
CIK: 0000864240
Period of Report: 2007-06-12

Reporting Person: GILL JEFFREY T (Director, President and CEO, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-06-12	Option (Right to Buy)	$11.92	D	20000	Disposed	2011-06-30	Common Stock (20000)	Direct
2007-06-12	Option (Right to Buy)	$13.50	D	50000	Disposed	2010-02-25	Common Stock (50000)	Direct
2007-06-12	Option (Right to Buy)	$7.90	A	16220	Acquired	2011-05-13	Common Stock (16220)	Direct
2007-06-12	Option (Right to Buy)	$7.90	A	25465	Acquired	2011-05-13	Common Stock (25465)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	319909.002	Indirect
Common Stock	23975	Indirect
Common Stock	2805574	Direct

Footnotes

F1: On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on July 1, 2005 to the reporting person. In exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 16,220 shares having an exercise price equal to $7.90.

F2: On June 12, 2007, the issuer accepted for exchange, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on February 26, 2002 to the reporting person. In exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 25,465 shares having an exercise price equal to $7.90.

F3: Gifts reported herein are limited partnership interests of GFP I, LP, a DE limited partnership. The reporting person, his wife, and trusts for the benefit of his three children are limited partners of GFP I, LP and the reporting person is a director, executive officer and 50% shareholder of Gill Family Capital Management, Inc. the general partner of GFP I, LP.

F4: Canceled option provided for vesting in increments of 30%, 30%, and 40% on the third, fourth and fifth anniversary date, respectively beginning on July 1, 2008. On December 31, 2005, by action of the Board of Directors, option was accelerated to immediately vest.

F5: Canceled option provided for vesting in five equal installments beginning on February 26, 2004. On March 11, 2005, by action of the Board of Directors, option was accelerated to immediately vest.