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 R SCOTT (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-06-12	Options (Right to Buy)	$9.30	D	6000	Disposed	2013-04-28	Common Stock (6000)	Direct
2007-06-12	Options (Right to Buy)	$9.63	D	10000	Disposed	2010-05-01	Common Stock (10000)	Direct
2007-06-12	Options (Right to Buy)	$9.98	D	6000	Disposed	2015-12-30	Common Stock (6000)	Direct
2007-06-12	Options (Right to Buy)	$10.01	D	6000	Disposed	2015-04-25	Common Stock (6000)	Direct
2007-06-12	Options (Right to Buy)	$19.00	D	6000	Disposed	2012-05-06	Common Stock (6000)	Direct
2007-06-12	Options (Right to Buy)	$20.70	D	4500	Disposed	2014-04-26	Common Stock (4500)	Direct
2007-06-12	Options (Right to Buy)	$7.90	A	7205	Acquired	2011-05-13	Common Stock (7205)	Direct
2007-06-12	Option (Right to Buy)	$7.90	A	8246	Acquired	2011-05-13	Common Stock (8246)	Direct
2007-06-12	Option (Right to Buy)	$7.90	A	8069	Acquired	2011-05-13	Common Stock (8069)	Direct
2007-06-12	Option (Right to Buy)	$7.90	A	7803	Acquired	2011-05-13	Common Stock (7803)	Direct
2007-06-12	Option (Right to Buy)	$7.90	A	3745	Acquired	2011-05-13	Common Stock (3745)	Direct
2007-06-12	Option (Right to Buy)	$7.90	A	3568	Acquired	2011-05-13	Common Stock (3568)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	142570.44	Indirect
Common Stock	2352705	Direct

Footnotes

F1: On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on April 29, 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 7,205 shares having an exercise price equal to $7.90.

F2: On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on May 2, 2000 to the reporting person. In exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 8,246 shares having an exercise price equal to $7.90.

F3: On June 12, 2007, the issuer canceled, 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 8,069 shares having an exercise price equal to $7.90.

F4: On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on April 26, 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 7,803 shares having an exercise price equal to $7.90.

F5: On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on May 7, 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 3,745 shares having an exercise price equal to $7.90.

F6: On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on April 27, 2004 to the reporting person. In exchange for this option grant the reporting person receiveda replacement option (reported herein), on June 12, 2007 for 3,568 shares having an exercise price equal to $7.90.

F7: Gifts reported herein are limited partnership interests of GFP I, LP, a DE limited partnership. The reporting person, is a limited partner 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.