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^*

CARL STEPHEN J

(Last)

(First)

(Middle)

CPAC, INC.

P O BOX 175

(Street)

LEICESTER

14481-0175

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CPAC INC [ CPAK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2007

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)

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)
Common Stock Option⁽¹⁾	$5.76	04/13/2007		M⁽²⁾			3,000	08/16/2006⁽³⁾	08/15/2016⁽⁴⁾	Common Stock .01 par	3,000	$2.89⁽⁵⁾	0	D
Common Stock Option⁽¹⁾	$5.01	04/13/2007		M⁽²⁾			3,000	08/19/2005⁽³⁾	08/18/2015⁽⁴⁾	Common Stock .01 par	3,000	$3.64⁽⁵⁾	0	D
Common Stock Option⁽¹⁾	$5.3	04/13/2007		M⁽²⁾			3,000	08/13/2004⁽³⁾	08/12/2014⁽⁴⁾	Common Stock .01 par	3,000	$3.35⁽⁵⁾	0	D
Common Stock Option⁽¹⁾	$6.27	04/13/2007		M⁽²⁾			3,000	08/15/2003⁽³⁾	08/14/2013⁽⁴⁾	Common Stock .01 par	3,000	$2.55⁽⁵⁾	0	D
Common Stock Option⁽¹⁾	$5.3	04/13/2007		M⁽²⁾			15,000	04/16/2003⁽³⁾	04/15/2013⁽⁴⁾	Common Stock .01 par	15,000	$3.35⁽⁵⁾	0	D

Explanation of Responses:

1. Option to purchase common stock .01 par value pursuant to Non-Employee Director's stock option plan.

2. This disposition is pursuant to the merger described in the Company's Definitive Proxy Statement, dated March 1, 2007; and the disposition was authorized by Board resolution dated April 3, 2007, as a transaction exempt under Rule 16b-3(e).

3. The options vested at either 25% or 1,000 per year during first three years of term and are fully exercisable prior to or as a result of the merger described in footnote (2).

4. All other options, if any, previously expired or were cancelled by the merger described in footnote (2).

5. The price of the option was the spread between $8.65 and the option price per the merger described in footnote (2).

Remarks:

All other options, if any, previously expired or were cancelled by the merger described in footnote (2).

	/s/Stephen J. Carl	04/17/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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