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SYPRIS SOLUTIONS INC Director's Dealing 2008

May 23, 2008

34630_dirs_2008-05-23_26822647-e461-4bf3-b247-7118d62c1555.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYPRIS SOLUTIONS INC (SYPR)
CIK: 0000864240
Period of Report: 2008-05-13

Reporting Person: GILL ROBERT E (Director, Ch of Bd and 10% Owner, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-05-12 Common Stock S 1999999.640 Disposed 771967.472 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 500 Indirect
Common Stock 500 Direct

Footnotes

F1: In a cashless transaction, Robert E. Gill, the father of Jeffrey T. Gill, together with his wife, assigned a 30.53746% interest in GFP I, LP, a family limited partnership whose assets include a total of 3,274,666 shares of the common stock of Sypris Solutions, Inc., to Jeffrey T. Gill in exchange for his promissory notes totaling $2,858,335.60. In a simultaneous cashless transaction, Robert E. Gill, the father of R. Scott Gill, together with his wife, assigned a 30.53746% interest in GFP I, LP to R. Scott Gill in exchange for his promissory notes totaling $2,858,335.60.

F2: The reporting person and his wife are limited partners of GFP I, LP and own respectively , 11.33773% and 12.23620% of the total partnership interests in GFP I, LP.