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SYPRIS SOLUTIONS INC Director's Dealing 2008

May 14, 2008

34630_dirs_2008-05-14_df7c94ed-d232-4c72-859d-7e6416e8238e.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 R SCOTT (Director, 10% Owner)

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) $7.75 D 10000 Disposed 2009-04-28 Common Stock (10000) Direct
2008-05-12 Option (Right to Buy) $7.90 D 38636 Disposed 2011-05-13 Common Stock (38636) 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 1136 Acquired 2012-03-30 Common Stock (1136) Direct
2008-05-12 Option (Right to Buy) $4.31 A 17451 Acquired 2012-03-30 Common Stock (17451) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 149273.684 Indirect
Common Stock 2352705 Direct

Footnotes

F1: The reporting person is a limited partner of GFP I, LP, a Delaware limited partnership, and the reporting person is a director 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 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.

F3: 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.

F4: 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 17,451 shares having an exercise price equal to $4.31.