SYPRIS SOLUTIONS INC — Director's Dealing 2008

May 14, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYPRIS SOLUTIONS INC (SYPR)
CIK: 0000864240
Period of Report: 2008-05-12

Reporting Person: PETERSEN SIDNEY R/CA (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-12	Option (Right to Buy)	$4.75	D	10000	Disposed	2011-04-30	Common Stock (10000)	Direct
2008-05-12	Option (Right to Buy)	$5.94	D	2935	Disposed	2008-12-31	Common Stock (2935)	Direct
2008-05-12	Option (Right to Buy)	$6.88	D	2535	Disposed	2010-12-31	Common Stock (2535)	Direct
2008-05-12	Option (Right to Buy)	$6.97	D	4565	Disposed	2016-12-28	Common Stock (4565)	Direct
2008-05-12	Option (Right to Buy)	$7.63	D	1885	Disposed	2009-03-28	Common Stock (1885)	Direct
2008-05-12	Option (Right to Buy)	$7.75	D	10000	Disposed	2009-04-28	Common Stock (10000)	Direct
2008-05-12	Option (Right to Buy)	$7.87	D	3196	Disposed	2013-03-30	Common Stock (3196)	Direct
2008-05-12	Option (Right to Buy)	$4.31	A	9137	Acquired	2012-03-30	Common Stock (9137)	Direct
2008-05-12	Option (Right to Buy)	$4.31	A	565	Acquired	2012-03-30	Common Stock (565)	Direct
2008-05-12	Option (Right to Buy)	$4.31	A	1277	Acquired	2012-03-30	Common Stock (1277)	Direct
2008-05-12	Option (Right to Buy)	$4.31	A	5276	Acquired	2012-03-30	Common Stock (5276)	Direct
2008-05-12	Option (Right to Buy)	$4.31	A	199	Acquired	2012-03-30	Common Stock (199)	Direct
2008-05-12	Option (Right to Buy)	$4.31	A	1136	Acquired	2012-03-30	Common Stock (1136)	Direct
2008-05-12	Option (Right to Buy)	$4.31	A	2306	Acquired	2012-03-30	Common Stock (2306)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	58274	Direct

Footnotes

F1: On May 12, 2008, the issuer canceled, pursuant to the 2008 Stock Option Exchange Program, an option grant awarded on May 1, 2001 to the reporting person. In exchange for this option grant, the reporting person received a replacement option (reported herein), on May 12, 2008 for 9,137 shares having an exercise price equal to $4.31.

F2: On May 12, 2008, the issuer canceled pursuant to the 2008 Stock Option Exchange Program, an option grant awarded on January 1, 1999 to the reporting person. In exchange for this option grant, the reporting person received a replacement option (reported herein), on May 12, 2008 for 565 shares having an exercise price equal to $4.31.

F3: On May 12, 2008, the issuer canceled, pursuant to the 2008 Stock Option Exchange Program, an option grant awarded on January 1, 2001 to the reporting person. In exchange for this option grant, the reporting person received a replacement option (reported herein), on May 12, 2008 for 1,277 shares having an exercise price equal to $4.31.

F4: On May 12, 2008, the issuer canceled, pursuant to the 2008 Stock Option Exchange Program, an option grant awarded on December 29, 2006 to the reporting person. In exchange for this option grant, the reporting person received a replacement option (reported herein), on May 12, 2008 for 5,276 shares having an excercise price equal to $4.31.

F5: On May 12, 2008, the issuer canceled, pursuant to the 2008 Stock Option Exchange Program, an option grant awarded on March 29, 1999 to the reporting person. In exchange for this option grant, the reporting person received a replacement option (reported herein), on May 12, 2008 for 199 shares having an exercise price equal to $4.31.

F6: On May 12, 2008, the issuer canceled, pursuant to the 2008 Stock Option Exchange Program, an option grant awarded on April 29, 1999 to the reporting person. In exchange for this option grant, the reporting person received a replacement option (reported herein), on May 12, 2008 for 1,136 shares having an exercise price equal to $4.31.

F7: On May 12, 2008, the issuer canceled, pursuant to the 2008 Stock Option Exchange Program, an option grant awarded on March 31, 2003 to the reporting person. In exchange for this option grant, the reporting person received a replacement option (reported herein), on May 12, 2008 for 2,306 shares having an exercise price equal to $4.31.