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: KRAMER JOHN M (Group VP & Pres of Sub)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-06-12	Common Stock	A	1038	—	Acquired	60283	Direct
2007-06-12	Common Stock	A	3680	—	Acquired	63963	Direct
2007-06-12	Common Stock	A	1322	—	Acquired	65285	Direct
2007-06-12	Common Stock	A	1469	—	Acquired	66754	Direct
2007-06-12	Common Stock	A	626	—	Acquired	67380	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-06-12	Options (Right to Buy)	$10.50	D	15000	Disposed	2008-02-21	Common Stock (15000)	Direct
2007-06-12	Options (Right to Buy)	$11.92	D	15000	Disposed	2011-06-30	Common Stock (15000)	Direct
2007-06-12	Options (Right to Buy)	$13.50	D	9000	Disposed	2010-02-25	Common Stock (9000)	Direct
2007-06-12	Options (Right to Buy)	$13.50	D	10000	Disposed	2010-02-25	Common Stock (10000)	Direct
2007-06-12	Options (Right to Buy)	$16.03	D	5000	Disposed	2010-06-30	Common Stock (5000)	Direct

Footnotes

F1: On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on February 22, 2000 to the reporting person. In exchange for this option grant the reporting person received 1,038 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 July 1, 2005 to the reporting person. In exchange for this option grant the reporting person received 3,680 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 February 26, 2002 to the reporting person. In exchange for this option grant the reporting person received 1,322 shares of common stock, valued at the FMV on the date of the commencement of the Offer, May 14, 2007.

F4: On June 12, 2007, the issuer canceled, 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 1,469 shares of common stock, valued at the FMV on the date of the commencement of the Offer, May 14, 2007.

F5: On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on July 1, 2002 to the reporting person. In exchange for this option grant the reporting person received 626 shares of common stock, valued at the FMV on the date of the commencement of the Offer, May 14, 2007.

F6: Canceled option provided for vesting in five equal installments beginning on February 22, 2002. 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 February 26, 2004. On March 11, 2005, by action of the Board of Directors, option was accelerated to immediately vest.

F9: 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.

F10: Canceled option provided for vesting in five equal installments beginning on July 1, 2004. On March 11, 2005, by action of the Board of Directors, option was accelerated to immediately vest.