SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GILHULEY STEPHEN E

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PARK ELECTROCHEMICAL CORP [ PKE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, Secy, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/08/2005		F		2,880	D	$25.98	0	D
Common Stock	07/08/2005		M		1,616	A	$15.83	1,616	D
Common Stock	07/08/2005		M		3,094	A	$15.92	4,710	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Right to buy option⁽¹⁾	$15.83	07/08/2005		M			1,616	05/28/2001	05/28/2008	Common Stock	1,616	$0	0	D
Right to buy option⁽²⁾	$16.42							05/14/1997	05/14/2006	Common Stock	3,000		3,000	D
Right to buy option⁽²⁾	$16.54							06/15/2000	06/15/2009	Common Stock	4,500		4,500	D
Right to buy option⁽³⁾	$15.92	07/08/2005		M			3,094	05/22/2001	05/22/2010	Common Stock	3,094	$0	4,406	D
Right to buy option⁽²⁾	$23.6							07/19/2002	07/19/2011	Common Stock	20,000		20,000	D
Right to buy option⁽²⁾	$29.05							03/20/2003	03/20/2012	Common Stock	10,000		10,000	D
Right to buy option⁽²⁾	$19.95							07/24/2004	07/24/2013	Common Stock	7,500		7,500	D
Right to buy option⁽²⁾	$23							07/08/2005	07/08/2014	Common Stock	7,500		7,500	D

Explanation of Responses:

1. Option is exercisable as to 491 shares on the date indicated and as to 1,125 shares on the next succeeding anniversary of such date.

2. Option is exercisable as to 25% of the number of shares listed on the date indicated and as to an additional 25% of such shares on each succeeding anniversary of the date indicated.

3. Option is exercisable as to 1,875 shares on the date indicated and as to 1,875 additional shares on each of the three succeeding anniversaries of such date.

	Stephen E. Gilhuley	07/11/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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