SYPRIS SOLUTIONS INC — Major Shareholding Notification 2010

Feb 12, 2010

SC 13G/A 1 d1068966_13g-a.htm d1068966_13g-a.htm Licensed to: Seward & Kissel LLP Document Created using EDGARizer 5.1.5.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response………11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2 )*

| Sypris
Solutions, Inc. |
| --- |
| (Name
of Issuer) |

| Common
Stock, par value $0.01 per share |
| --- |
| (Title
of Class of Securities) |

871655106
(CUSIP
Number)

| December
31, 2009 |
| --- |
| (Date
of Event Which Requires Filing of this
Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

[x] Rule 13d-1(c)

[_] Rule 13d-1(d)

---

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

| CUSIP
No | |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Needham
Asset Management, LLC (1) |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
| | (a) [] |
| | (b) [x] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 1,012,800 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 1,012,800 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,012,800 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 5.2% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | HC,
OO |
| | ---------- (1) Needham
Asset Management, LLC is the managing member of Needham
Investment Management
L.L.C., which serves as investment adviser to various series of
The Needham
Funds, Inc. and the general partner to certain private investment funds
that hold
1,012,800 shares of common stock of the Issuer
("Shares"). Needham Investment Management
L.L.C. may be deemed to beneficially own the Shares by virtue of
its position
as investment adviser to these series and general partner to these
funds. |

| CUSIP
No | |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Needham
Investment Management L.L.C. (2) |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
| | (a) [] |
| | (b) [x] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 1,012,800 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 1,012,800 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,012,800 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 5.2% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | IA,
OO |
| | ---------- (2) Needham
Investment Management L.L.C. serves as investment adviser to
various series
of The Needham Funds, Inc. and general partner to certain private
investment funds
that hold 1,012,800 shares of common stock of the Issuer ("Shares").
Needham Investment
Management L.L.C. may be deemed to beneficially own the Shares
by virtue
of its position as investment adviser to these series and general partner
to these funds. |

| CUSIP
No | |
| --- | --- |
| 1. | NAME
OF REPORTING PERSONS |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | George
A. Needham (3) |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) |
| | (a) [] |
| | (b) [x] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | United
States of America |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 1,012,800 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 1,012,800 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,012,800 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 5.2% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | IN,
HC |
| | ---------- 3) George
A. Needham is a control person of Needham Asset Management, LLC, which
is the
managing member of Needham Investment Management L.L.C., which serves
as investment
adviser to various series of The Needham Funds, Inc. and the
general partner
to certain private investment funds that hold 1,012,800 shares of common
stock of
the Issuer ("Shares"). George A. Needham may be deemed to
beneficially own these
Shares by virtue of his position as a control person of Needham
Asset Management,
LLC. |

871655106

| Item
1. |
| --- |
| Sypris
Solutions, Inc. |

| (b). |
| --- |
| 101
Bullitt Lane Suite
450 Louisville,
Kentucky 40222 |

| Item
2. |
| --- |
| (i) Needham
Asset Management, LLC (ii) Needham
Investment Management L.L.C. (iii)
George A. Needham |

(b).
445
Park Avenue, New York, NY 10022

| (c). |
| --- |
| Needham
Asset Management, LLC - Delaware Needham
Investment Management L.L.C. - Delaware George
A. Needham - United States of America |

(d).
Common
Stock, par value $0.01 (the "Common Stock")

(e).
871655106

ITEM 3. If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [_] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) [_] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) [_] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) [_] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k) [_] Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

ITEM 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| (a) |
| --- |
| Needham
Asset Management, LLC - 1,012,800 Needham
Investment Management L.L.C. - 1,012,800 George
A. Needham - 1,012,800 |

| (b) |
| --- |
| Needham
Asset Management, LLC - 5.2% Needham
Investment Management L.L.C. - 5.2% George
A. Needham - 5.2% |

(c) Number of shares as to which the person has:

Needham Asset Management, LLC

| (i) | Sole
power to vote or to direct the vote | 0 | , |
| --- | --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 1,012,800 | , |

| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| --- | --- | --- | --- |
| (iv) | Shared
power to dispose or to direct the disposition of | 1,012,800 | . |

Needham Investment Management L.L.C.

| (i) | Sole
power to vote or to direct the vote | 0 | , |
| --- | --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 1,012,800 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 1,012,800 | . |

George A. Needham

| (i) | Sole
power to vote or to direct the vote | 0 | , |
| --- | --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 1,012,800 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 1,012,800 | . |

| | Instruction: For
computations regarding securities which represent a right to acquire an
underlying security see §240.13d-3(d)(1).. |
| --- | --- |
| Item
5. | Ownership
of Five Percent or Less of a Class. |

| If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
[_]. |
| --- |
| Not
applicable. |

ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person.

| If
any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than 5 percent of the
class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required. |
| --- |
| Not
applicable. |

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

| If
a parent holding company or control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification of the relevant
subsidiary. |
| --- |
| Not
applicable. |

ITEM 8. Identification and Classification of Members of the Group.

| If
a group has filed this schedule pursuant to § 240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identity of each member of the
group. |
| --- |
| Not
applicable. |

ITEM 9. Notice of Dissolution of Group.

| Notice
of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item
5. |
| --- |
| Not
applicable. |

ITEM 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Needham
Asset Management, LLC |
| --- |
| February
12, 2010 |
| (Date) |
| /s/
Glen W. Albanese |
| (Signature) |
| Glen
W. Albanese / Chief
Financial Officer |
| (Name/Title) |
| Needham
Investment Management L.L.C. |
| February
12, 2010 |
| (Date) |
| /s/
Glen W. Albanese |
| (Signature) |
| Glen
W. Albanese / Chief Financial Officer |
| (Name/Title) |
| February
12, 2010 |
| (Date) |
| /s/
George A. Needham* |
| (Signature) |
| George
A. Needham |
| (Name/Title) |

• This Schedule 13G shall not be construed as an admission that any Reporting Person, either for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for other purposes, is the beneficial owner of any securities covered by this statement except to the extent of pecuniary interest.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13G dated February 12, 2010 relating to the Common Stock par value $0.01 per share of Sypris Solutions, Inc., shall be filed on behalf of the undersigned.

Dated: February 12, 2010

Needham Asset Management, LLC

By: /s/ Glen W. Albanese

---

Name: Glen W. Albanese

Title: Chief Financial Officer

Needham Investment Management L.L.C.

By: /s/ Glen W. Albanese

---

Name: Glen W. Albanese

Title: Chief Financial Officer

By: /s/ George A. Needham

---

George A. Needham

SK 22312 0001 1068966