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^*

FRANK LLOYD

(Last)

(First)

(Middle)

C/O TROUTMAN SANDERS LLP

405 LEXINGTON AVE

(Street)

NEW YORK

10174

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PARK ELECTROCHEMICAL CORP [ PKE ]

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)
06/30/2008

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	06/30/2008		M		7,500	A	$12.58	11,500	D
Common Stock⁽¹⁾	06/30/2008		S		7,500	D	$25.03	4,000	D
Common Stock								3,000	I	By Spouse⁽²⁾

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)
Right to buy option⁽³⁾	$12.58	06/30/2008		M			7,500	07/15/1999	07/15/2008	Common Stock	7,500	$0	0	D
Right to buy option⁽³⁾	$23.96							10/06/2000	10/06/2009	Common Stock	3,000		3,000	D
Right to buy option⁽³⁾	$15.92							05/22/2001	05/22/2010	Common Stock	3,000		3,000	D
Right to buy option⁽³⁾	$24.08							07/25/2001	07/25/2010	Common Stock	7,500		7,500	D
Right to buy option⁽³⁾	$23.6							07/19/2002	07/19/2011	Common Stock	3,000		3,000	D
Right to buy option⁽³⁾	$29.05							03/20/2003	03/20/2012	Common Stock	3,000		3,000	D
Right to buy option⁽³⁾	$19.95							07/24/2004	07/24/2013	Common Stock	3,000		3,000	D
Right to buy option⁽³⁾	$23							07/08/2005	07/08/2014	Common Stock	3,000		3,000	D
Right to buy option⁽³⁾	$24.56							08/24/2006	08/24/2015	Common Stock	3,000		3,000	D
Right to buy option⁽³⁾	$25.35							08/03/2007	08/03/2016	Common Stock	3,000		3,000	D
Right to buy option⁽³⁾	$30.28							08/15/2008	08/15/2017	Common Stock	3,000		3,000	D

Explanation of Responses:

1. Weighted average selling price per share. Shares were sold in 69 transactions at prices ranging from $25.00 per share to $25.13 per share.

2. The filing of this statement is not an admission that the undersigned is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of these shares.

3. Option is exercisable, commencing on the date indicated, as to 25% of the aggregate number of shares listed and as to an additional 25% of such shares on each succeeding anniversary of such date.

	Stephen E. Gilhuley, by power of attorney	07/01/2008
	** 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).
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