4 1 form4dscancel4.txt FORM 4 U.S. 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1990 OMB APPROVAL OMB Number: 3235-0287 Expires:April 30, 1997 Estimated average burden hours per response 0.5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may Continue. See Instructions 1(b) 1. Name and Address of Reporting Person Sunshine, Dennis 2. Issuer Name and Ticker or Trading Symbol Orbit International Corp. ("ORBT") 6. Relationship of Reporting Person to Issuer (Check all applicable) X Director X 10% Owner X Officer (give Other (specify title below) below) President and CEO (Last) (First) (Middle) c/o 80 Cabot Court 3. IRS Number of Reporting Person (Voluntary) 4. Statement for Month/Year March 2001 7. Individual or Joint/Group Filing (Check applicable line) X Form filed by one Reporting Person Form filed by more than one Reporting Person (Street) Hauppauge, New York 11788 5. If Amendment, Date of Original (Month/Year) (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) 2. Trans- action Date (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 at End of Month (Instr. 3 and 4) 6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Owner- ship (Instr. 4) Code V Amount (A) or (D) Price Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. FORM 4 (continued) 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. Trans- action Date (Month/ Day/ Year) 4. Transac- tion 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 Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4) 10. Owner- ship Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Na- ture of In- direct Ben e- ficial Own- ershi p (Instr . 4) Date Exer- cisable Expira- tion Date Title Amount or Number of Shares Code V (A) (D) Option to purchase Common Stock N/A 3/21/01 J V 333,333 N/A N/A Common Stock 333,333 N/A 91,666 (D) Explanation of Responses: On 6/7/00, Dennis Sunshine received stock options to purchase an aggregate of 333,333 common shares of Orbit International Corp. at an exercise price of $1.69 per share (the options were exercisable beginning 6/7/01 to 6/7/10). On 3/21/01, such stock options were cancelled and no value was received for the cancellation. 617: ** Intentional misstatements See 18 U.S.C. 1001 and 3/28/01 Signature Date Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. S:\DLB\Orbit\Form 4 - Sunshine - Cancelled Options.wpd