FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ROSENFELD ERIC   2. Issuer Name and Ticker or Trading Symbol CPI AEROSTRUCTURES INC [CVU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former 10% Holder (Last) (First) (Middle) C/O CRESCENDO PARTNERS, L.P., 777 THIRD AVENUE, 37TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 09/18/2012 (Street) NEW YORK, NY 10017 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock               121,000 D   Common Stock 09/18/2012   S   13,205 D $ 12.24 870,129 (1) I By Crescendo Partners II, L.P. Series L Common Stock 09/19/2012   S   1,910 D $ 12.05 868,219 (1) I By Crescendo Partners II, L.P. Series L Common Stock 09/20/2012   S   8,546 D $ 11.81 859,673 (1) I By Crescendo Partners II, L.P. Series L Common Stock 09/20/2012   J(2)   349,403 D $ 0 510,270 (1) I By Crescendo Partners II, L.P. Series L

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ROSENFELD ERIC C/O CRESCENDO PARTNERS, L.P. 777 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017	X			Former 10% Holder
CRESCENDO INVESTMENTS II LLC 777 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017				Former 10% Holder
CRESCENDO PARTNERS II LP 777 THIRD AVENUE, 37TH FLOOR NEW YORK, NY 10017				Former 10% Holder

Signatures

/s/ Eric Rosenfeld		09/20/2012
**Signature of Reporting Person		Date
Crescendo Investments II LLC, By: /s/ Eric Rosenfeld, Senior Managing Member		09/20/2012
**Signature of Reporting Person		Date
Crescendo Partners II, L.P. Series L, By: Crescendo Investments II LLC, its General Partner, By: /s/ Eric Rosenfeld, Senior Managing Member		09/20/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Mr. Rosenfeld is the senior managing member of Crescendo Investments II, LLC ("Crescendo Investments II"). Crescendo Investments II is the general partner of Crescendo Partners II, L.P. Series L ("Crescendo Partners II"). Mr. Rosenfeld and Crescendo Investments II disclaim beneficial ownership of the shares held by Crescendo Partners II, except to the extent of his or its pecuniary interest therein.
(2)	Crescendo Partners II, L.P., Series L distributed the shares to its limited partners on a pro rata basis.
Remarks: The Reporting Persons are no longer 10% Holders after accounting for the transactions reported in this jointly filed Form 4.  Crescendo Investments II, LLC and Crescendo Partners II, LP Series L are, accordingly, no longer subject to Section 16.  Mr. Rosenfeld is the Non-Executive Chairman of the Board of the Issuer, and accordingly remains subject to Section 16.

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