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SYPRIS SOLUTIONS INC Director's Dealing 2008

May 14, 2008

34630_dirs_2008-05-14_8a5dd471-ea99-44cd-8126-8dfa5760aa57.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: 2008-05-12

Reporting Person: GILL JEFFREY T (Director, President and CEO, 10% Owner)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-05-12 Option (Right to Buy) $7.90 D 41685 Disposed 2011-05-13 Common Stock (41685) Direct
2008-05-12 Option (Right to Buy) $4.31 A 18828 Acquired 2012-03-30 Common Stock (18828) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2863373 Direct
Common Stock 23975 Indirect
Common Stock 353425.207 Indirect

Footnotes

F1: Consists of limited partnership interests of GFP I, LP, a DE limited partnership. The reporting person, his wife, and trusts for the benefit of his three children are limited partners 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.

F2: On May 12, 2008, the issuer canceled, pursuant to the 2008 Stock Option Exchange Program, an option grant awarded on May 14, 2007 to the reporting person. In exchange for this option grant, the reporting person received a replacement option (reported herein), on May 12, 2008 for 18,828 shares having an exercise price equal to $4.31.