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^*

MIDWOOD CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

575 BOYLSTON ST.

4TH FLOOR

(Street)

BOSTON

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)
09/14/2006

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)
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	09/14/2006		S		1,300	D	$4.42	570,749	I⁽¹⁾	see footnote (1)
Common Stock	09/14/2006		S		200	D	$4.42	570,549	I⁽²⁾	see footnote (2)
Common Stock	09/14/2006		S		100	D	$4.4	570,449	I⁽³⁾	see footnote (3)
Common Stock	09/14/2006		S		3,000	D	$4.4	567,449	I⁽⁴⁾	see footnote (4)
Common Stock	09/14/2006		S		300	D	$4.41	567,149	I⁽⁵⁾	see footnote (5)
Common Stock	09/14/2006		S		200	D	$4.41	566,949	I⁽⁶⁾	see footnote (6)
Common Stock	09/14/2006		S		100	D	$4.41	566,849	I⁽⁷⁾	see footnote (7)
Common Stock	09/14/2006		S		100	D	$4.41	566,749	I⁽⁸⁾	see footnote (8)
Common Stock	09/14/2006		S		100	D	$4.41	566,649	I⁽⁹⁾	see footnote (9)
Common Stock	09/14/2006		S		2,000	D	$4.4	564,649	I⁽¹⁰⁾	see footnote (10)
Common Stock	09/14/2006		S		100	D	$4.4	564,549	I⁽¹¹⁾	see footnote (11)
Common Stock	09/14/2006		S		100	D	$4.4	564,449	I⁽¹²⁾	see footnote (12)
Common Stock	09/14/2006		S		100	D	$4.4	564,349	I⁽¹³⁾	see footnote (13)
Common Stock	09/14/2006		S		100	D	$4.4	564,249	I⁽¹⁴⁾	see footnote (14)
Common Stock	09/18/2006		S		300	D	$4.51	563,949	I⁽¹⁵⁾	see footnote (15)
Common Stock	09/18/2006		S		1,000	D	$4.5	562,949	I⁽¹⁶⁾	see footnote (16)
Common Stock	09/18/2006		S		200	D	$4.51	562,749	I⁽¹⁷⁾	see footnote (17)
Common Stock	09/18/2006		S		300	D	$4.51	562,449	I⁽¹⁸⁾	see footnote (18)
Common Stock	09/18/2006		S		2,000	D	$4.5001	560,449	I⁽¹⁹⁾	see footnote (19)
Common Stock	09/18/2006		S		200	D	$4.51	560,249	I⁽²⁰⁾	see footnote (20)
Common Stock	09/18/2006		S		300	D	$4.51	559,949	I⁽²¹⁾	see footnote (21)
Common Stock	09/18/2006		S		200	D	$4.51	559,749	I⁽²²⁾	see footnote (22)
Common Stock	09/18/2006		S		500	D	$4.53	559,249	I⁽²³⁾	see footnote (23)
Common Stock	09/18/2006		S		100	D	$4.54	559,149	I⁽²⁴⁾	see footnote (24)
Common Stock	09/18/2006		S		100	D	$4.54	559,049	I⁽²⁵⁾	see footnote (25)
Common Stock	09/18/2006		S		100	D	$4.54	558,949	I⁽²⁶⁾	see footnote (26)
Common Stock	09/18/2006		S		1,000	D	$4.53	557,949	I⁽²⁷⁾	see footnote (27)
Common Stock	09/18/2006		S		500	D	$4.5301	557,449	I⁽²⁸⁾	see footnote (28)
Common Stock	09/18/2006		S		200	D	$4.53	557,249	I⁽²⁹⁾	see footnote (29)
Common Stock	09/18/2006		S		200	D	$4.53	557,049	I⁽³⁰⁾	see footnote (30)

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)

1. Name and Address of Reporting Person^*

MIDWOOD CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

575 BOYLSTON ST.

4TH FLOOR

(Street)

BOSTON

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)

575 BOYLSTON ST.

4TH FLOOR

(Street)

BOSTON

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)

575 BOYLSTON ST.

4TH FLOOR

(Street)

BOSTON

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)

575 BOYLSTON ST.

4TH FLOOR

(Street)

BOSTON

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)

575 BOYLSTON ST.

4TH FLOOR

(Street)

BOSTON

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 587 shares sold by Midwood Capital Partners, LP ("LP") and 713 shares sold by Midwood Capital Partners QP, LP ("QP"). All such shares sold by LP and QP were also indirectly held by Midwood Capital Management LLC, General Partner of LP and QP, and by David E. Cohen and Ross D. DeMont, managing members of the General Partner

2. Represents 89 shares sold by LP and 111 shares sold by QP

3. Represents 44 shares sold by LP and 56 shares sold by QP

4. Represents 1332 shares sold by LP and 1668 shares sold by QP

5. Represents 133 shares sold by LP and 167 shares sold by QP

6. Represents 89 shares sold by LP and 111 shares sold by QP

7. Represents 44 shares sold by LP and 56 shares sold by QP

8. Represents 44 shares sold by LP and 56 shares sold by QP

9. Represents 44 shares sold by LP and 56 shares sold by QP

10. Represents 888 shares sold by LP and 1112 shares sold by QP

11. Represents 44 shares sold by LP and 56 shares sold by QP

12. Represents 44 shares sold by LP and 56 shares sold by QP

13. Represents 44 shares sold by LP and 56 shares sold by QP

14. Represents 44 shares sold by LP and 56 shares sold by QP

15. Represents 123 shares sold by LP and 177 shares sold by QP

16. Represents 444 shares sold by LP and 556 shares sold by QP

17. Represents 89 shares sold by LP and 111 shares sold by QP

18. Represents 133 shares sold by LP and 167 shares sold by QP

19. Represents 888 shares sold by LP and 1112 shares sold by QP

20. Represents 89 shares sold by LP and 111 shares sold by QP

21. Represents 133 shares sold by LP and 167 shares sold by QP

22. Represents 89 shares sold by LP and 111 shares sold by QP

23. Represents 222 shares sold by LP and 278 shares sold by QP

24. Represents 44 shares sold by LP and 56 shares sold by QP

25. Represents 44 shares sold by LP and 56 shares sold by QP

26. Represents 44 shares sold by LP and 56 shares sold by QP

27. Represents 444 shares sold by LP and 556 shares sold by QP

28. Represents 222 shares sold by LP and 278 shares sold by QP

29. Represents 89 shares sold by LP and 111 shares sold by QP

30. Represents 89 shares sold by LP and 111 shares sold by QP

	/s/ David E. Cohen, Managing Member of Midwood Capital Management LLC	09/11/2006
	/s/ David E. Cohen, Managing Member of Midwood Capital Management LLC, General Partner of Midwood Capital Partners, LP	09/11/2006
	/s/ David E. Cohen, Managing Member of Midwood Capital Management LLC, General Partner of Midwood Capital Partners QP, LP	09/11/2006
	/s/ David E. Cohen	09/11/2006
	/s/ David E. Cohen on behalf of Ross D. DeMont	09/11/2006
	** 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.
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