SYPRIS SOLUTIONS INC — Director's Dealing 2007

Jun 13, 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: Sanders Robert B (Group VP & Pres of Subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-06-12	Common Stock	A	2364	—	Acquired	59109	Direct
2007-06-12	Common Stock	F	598	$8.27	Disposed	58511	Direct
2007-06-12	Common Stock	A	15464	—	Disposed	73975	Direct
2007-06-12	Common Stock	F	3907	$8.27	Disposed	70068	Direct
2007-06-12	Common Stock	A	3067	—	Disposed	73135	Direct
2007-06-12	Common Stock	F	775	$8.27	Disposed	72360	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-06-12	Options (Right to Buy)	$9.98	D	7500	Disposed	2011-12-30	Common Stock (7500)	Direct
2007-06-12	Options (Right to Buy)	$10.95	D	60000	Disposed	2011-03-27	Common Stock (60000)	Direct
2007-06-12	Options (Right to Buy)	$11.92	D	12500	Disposed	2011-06-30	Common Stock (12500)	Direct

Footnotes

F1: 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 2,364 shares of common stock, valued at the FMV on the date of the commencement of the Offer, May 14, 2007.

F2: On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on March 28, 2005 to the reporting person. In exchange for this option grant the reporting person received 15,464 shares of common stock, valued at the FMV on the date of the commencement of the Offer, May 14, 2007.

F3: 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 3,067 shares of common stock, valued at the FMV on the date of the commencement of the Offer, May 14, 2007.

F4: 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, the option was accelerated to immediately vest.

F5: Canceled option provided for vesting in increments of 30%, 30%, and 40% on the third, fourth and fifth anniversary date, respectively, beginning on March 28, 2008. On April 25, 2005, by action of the Board of Directors, the option was accelerated to immediately vest.

F6: 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, the option was accelerated to immediately vest.