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: 2007-05-30

Reporting Person: MCGEENEY JOHN R (General Counsel and Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-06-12	Option (Right to Buy)	$9.98	D	7500	Disposed	2011-12-30	Common Stock (7500)	Direct
2007-06-12	Option (Right to Buy)	$10.36	D	40000	Disposed	2011-06-29	Common Stock (40000)	Direct
2007-06-12	Option (Right to Buy)	$11.92	D	12500	Disposed	2011-06-30	Common Stock (12500)	Direct
2007-06-12	Option (Right to Buy)	$17.25	D	5000	Disposed	2012-03-31	Common Stock (5000)	Direct
2007-06-12	Option (Right to Buy)	$7.90	A	7437	Acquired	2011-05-13	Common Stock (7437)	Direct
2007-06-12	Option (Right to Buy)	$7.90	A	35798	Acquired	2011-05-13	Common Stock (35798)	Direct
2007-06-12	Option (Right to Buy)	$7.90	A	9648	Acquired	2011-05-13	Common Stock (9648)	Direct
2007-06-12	Option (Right to Buy)	$7.90	A	2931	Acquired	2011-05-13	Common Stock (2931)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	67745	Direct

Footnotes

F1: On June 12, 2007, the issuer accepted for exchange, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on December 31, 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 7,437 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 June 30, 2003 to the reporting person. In exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 35,798 shares having an exercise price equal to $7.90.

F3: On June 12, 2007, the issuer accepted for exchange, 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 9,648 shares having an exercise price equal to $7.90.

F4: On June 12, 2007, the issuer accepted for exchange, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on April 1, 2004 to the reporting person. In exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 2,931 shares having an exercise price equal to $7.90.

F5: Canceled option provided for vesting in increments of 30%, 30%, and 40% on the third, fourth and fifth anniversary date, respectively beginning on December 31, 2008. On December 31, 2005, by action of the Board of Directors, option was accelerated to immediately vest.

F6: Canceled option provided for vesting in five equal installments beginning on June 30, 2005. On April 25, 2005, by action of the Board of Directors, option was accelerated to immediately vest.

F7: 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.

F8: Canceled option provided for vesting in five equal installments beginning on April 1, 2006. On March 11, 2005, by action of the Board of Directors, option was accelerated to immediately vest.