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*
MIDWOOD CAPITAL MANAGEMENT LLC
(Last) (First) (Middle)
575 BOYLSTON STREET, 4TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CPI AEROSTRUCTURES INC [ CVU ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 04/27/2006 P 1,800 A $7.55 586,449 I See Footnote(1)
Common Stock 04/27/2006 P 1,500 A $7.55 587,949 I See Footnote(2)
Common Stock 04/27/2006 P 700 A $7.55 588,649 I See Footnote(3)
Common Stock 04/27/2006 P 1,000 A $7.51 589,649 I See Footnote(4)
Common Stock 04/27/2006 P 1,000 A $7.55 590,649 I See Footnote(5)
Common Stock 04/27/2006 P 2,300 A $7.5 592,949 I See Footnote(6)
Common Stock 04/27/2006 P 1,000 A $7.55 593,949 I See Footnote(7)
Common Stock 04/27/2006 P 700 A $7.55 594,649 I See Footnote(8)
Common Stock 04/27/2006 P 200 A $7.55 594,849 I See Footnote(9)
Common Stock 04/27/2006 P 1,300 A $7.55 596,149 I See Footnote(10)
Common Stock 04/27/2006 P 500 A $7.55 596,649 I See Footnote(11)
Common Stock 04/27/2006 P 2,000 A $7.55 598,649 I See Footnote(12)
Common Stock 04/27/2006 P 2,000 A $7.55 600,649 I See Footnote(13)
Common Stock 04/27/2006 P 2,000 A $7.55 602,649 I See Footnote(14)
Common Stock 04/27/2006 P 200 A $7.55 602,849 I See Footnote(15)
Common Stock 04/27/2006 P 2,000 A $7.55 604,849 I See Footnote(16)
Common Stock 04/27/2006 P 800 A $7.55 605,649 I See Footnote(17)
Common Stock 04/27/2006 P 1,200 A $7.55 606,849 I See Footnote(18)
Common Stock 04/27/2006 P 1,500 A $7.55 608,349 I See Footnote(19)
Common Stock 04/27/2006 P 900 A $7.55 609,249 I See Footnote(20)
Common Stock 04/27/2006 P 2,100 A $7.55 611,349 I See Footnote(21)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
MIDWOOD CAPITAL MANAGEMENT LLC
(Last) (First) (Middle)
575 BOYLSTON STREET, 4TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cohen David E
(Last) (First) (Middle)
C/O MIDWOOD CAPITAL MANAGEMENT LLC
575 BOYLSTON STREET, 4TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DeMont Ross D
(Last) (First) (Middle)
C/O MIDWOOD CAPITAL MANAGEMENT LLC
575 BOYLSTON STREET, 4TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MIDWOOD CAPITAL PARTNERS LP
(Last) (First) (Middle)
C/O MIDWOOD CAPITAL MANAGEMENT LLC
575 BOYLSTON STREET, 4TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MIDWOOD CAPITAL PARTNERS QP LP
(Last) (First) (Middle)
C/O MIDWOOD CAPITAL MANAGEMENT LLC
575 BOYLSTON STREET, 4TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents 801 shares purchased by Midwood Capital Partners, LP ("LP") and 999 shares purchased by Midwood Capital Partners QP, LP ("QP"). All shares purchased by LP and QP are indirectly held by Midwood Capital Management LLC, and by David E. Cohen and Ross D. DeMont, General Partner of LP and QP and managing members of the General Partner, respectively.
2. Represents 667 shares purchased by Midwood Capital Partners, LP and 833 shares purchased by Midwood Capital Partners QP, LP.
3. Represents 311 shares purchased by Midwood Capital Partners, LP and 389 shares purchased by Midwood Capital Partners QP, LP.
4. Represents 445 shares purchased by Midwood Capital Partners, LP and 555 shares purchased by Midwood Capital Partners QP, LP.
5. Represents 445 shares purchased by Midwood Capital Partners, LP and 555 shares purchased by Midwood Capital Partners QP, LP.
6. Represents 1023 shares purchased by Midwood Capital Partners, LP and 1277 shares purchased by Midwood Capital Partners QP, LP.
7. Represents 445 shares purchased by Midwood Capital Partners, LP and 555 shares purchased by Midwood Capital Partners QP, LP.
8. Represents 311 shares purchased by Midwood Capital Partners, LP and 389 shares purchased by Midwood Capital Partners QP, LP.
9. Represents 89 shares purchased by Midwood Capital Partners, LP and 111 shares purchased by Midwood Capital Partners QP, LP.
10. Represents 578 shares purchased by Midwood Capital Partners, LP and 722 shares purchased by Midwood Capital Partners QP, LP.
11. Represents 222 shares purchased by Midwood Capital Partners, LP and 278 shares purchased by Midwood Capital Partners QP, LP.
12. Represents 890 shares purchased by Midwood Capital Partners, LP and 1110 shares purchased by Midwood Capital Partners QP, LP.
13. Represents 890 shares purchased by Midwood Capital Partners, LP and 1110 shares purchased by Midwood Capital Partners QP, LP.
14. Represents 890 shares purchased by Midwood Capital Partners, LP and 1110 shares purchased by Midwood Capital Partners QP, LP.
15. Represents 89 shares purchased by Midwood Capital Partners, LP and 111 shares purchased by Midwood Capital Partners QP, LP.
16. Represents 890 shares purchased by Midwood Capital Partners, LP and 1110 shares purchased by Midwood Capital Partners QP, LP.
17. Represents 356 shares purchased by Midwood Capital Partners, LP and 444 shares purchased by Midwood Capital Partners QP, LP.
18. Represents 534 shares purchased by Midwood Capital Partners, LP and 666 shares purchased by Midwood Capital Partners QP, LP.
19. Represents 669 shares purchased by Midwood Capital Partners, LP and 831 shares purchased by Midwood Capital Partners QP, LP.
20. Represents 400 shares purchased by Midwood Capital Partners, LP and 500 shares purchased by Midwood Capital Partners QP, LP.
21. Represents 935 shares purchased by Midwood Capital Partners, LP and 1165 shares purchased by Midwood Capital Partners QP, LP.
/s/ David E. Cohen, Managing Member of Midwood Capital Management LLC 05/01/2006
/s/ David E. Cohen 05/01/2006
/s/ Ross D. DeMont 05/01/2006
/s/ David E. Cohen, Managing Member of Midwood Capital Management LLC, General Partner of Midwood Capital Partners, LP 05/01/2006
/s/ David E. Cohen, Managing Member of Midwood Capital Management LLC, General Partner of Midwood Capital Partners QP, LP 05/01/2006
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.