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^*

WACO PARTNERS

(Last)

(First)

(Middle)

C/O WECHSLER & CO. INC.

45 KENSICO DR.

(Street)

MT. KISCO

10549

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CPS TECHNOLOGIES CORP/DE/ [ CPSH.OB ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
02/15/1995

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, $.01 par value	09/30/1995		J⁽¹⁾		169,980	A	$0.42	1,669,980	D
Common Stock, $.01 par value	03/23/1998		C		500,000	A	$0.5	1,669,980	D
Common Stock, $.01 par value	05/05/1998		C		1,000,000	A	$0.5	1,669,980	D
Common Stock, $.01 par value	04/16/2004		J⁽²⁾		1,669,980	D	$0	0	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)
10% Subordinated Convertible Note due 1996	$0.5	03/23/1998		C			500,000	02/15/1995	04/21/1996	Common Stock	500,000	⁽⁴⁾	0	D
10% Subordinated Convertible Note due 2001	$0.5	05/05/1998		C			1,000,000	04/21/1996	04/21/2001	Common Stock	1,000,000	⁽⁴⁾	0	D
Rights to Acquire Warrants Upon Conv of the Conv Notes	$0.5	02/15/1995		J⁽³⁾			1,125,000	02/15/1995	02/15/1995	Common Stock	1,125,000	⁽⁴⁾	0	D

Explanation of Responses:

1. The 169,980 shares of Common Stock reported herein were issued to the Reporting Person in lieu of interest payable on convertible notes owned by the Reporting Person

2. Waco Partners was dissolved on April 16, 2004 and distributed all of the shares of Common Stock of the Issuer owned by it to its partners

3. The rights to acquire warrants for 1,125,000 shares of Common Stock of the issuer expired when the 10% Subordinated Convertible Notes due 1996 and 2001 were not converted by 2/15/1995

4. N/A

Remarks:

Waco Partners is a partnership in dissolution.

	/s Norman J. Wechsler	05/23/2007
	** 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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