SYPRIS SOLUTIONS INC — Director's Dealing 2009

Mar 3, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYPRIS SOLUTIONS INC (SYPR)
CIK: 0000864240
Period of Report: 2009-03-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-02	Common Stock	D	13400	—	Disposed	2843373	Direct
2009-03-02	Common Stock	D	20000	—	Disposed	2823373	Direct
2009-03-02	Common Stock	D	56309	—	Disposed	2767064	Direct
2009-03-02	Common Stock	D	57799	—	Disposed	2709265	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	23975	Indirect
Common Stock	1585053.287	Indirect

Footnotes

F1: Cancellation of remaining unvested performance restricted stock award granted on August 1, 2005 which represents 66% of the original grant, and 50% of which vest on each of the fifth and seventh anniversaries of the grant date if the Company achieved certain financial targets. The Committee has determined such financial targets are not realistic in light of current market conditions and therefore is cancelling all these shares.

F2: Cancellation of remaining unvested performance restricted stock award granted on March 2, 2006, which would vest in approximately one-third increments on each of the third, fifth and seventh anniversaries of the grant date if the Company achieved certain financial targets. The Committee has determined such financial targets are not realistic in light of current market conditions and therefore is cancelling all these shares.

F3: Cancellation of performance restricted stock granted on March 1, 2007, which would vest in approximately one-fourth increments on each of the first, second, third and fourth anniversaries of the date on which the Company was to achieve certain financial targets. The Committee has determined such financial targets are not realistic in light of current market conditions, and therefore is cancelling all applicable shares.

F4: Cancellation of performance restricted stock granted on February 26, 2008, which vests in approximately one-fourth increments on each of the first, second, third and fourth anniversaries of the date on which the Company was to achieve certain financial targets. The Committee has determined such financial targets are not realistic in light of current market conditions, and therefore is cancelling all applicable shares.

F5: 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.