Edgar Filing: CPI AEROSTRUCTURES INC

Ownership Submission

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MIDWOOD CAPITAL MANAGEMENT LLC

2. Issuer Name and Ticker or Trading Symbol
CPI AEROSTRUCTURES INC [CVU]

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

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

(Last)

(First)

(Middle)

575 BOYLSTON ST., 4TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2006

(Street)

BOSTON, MA 02116

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)
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	05/10/2006		P		2,500	A	$ 7.5	617,049	I	see footnote ⁽¹⁾
Common Stock	05/10/2006		P		300	A	$ 7.46	617,349	I	see footnote ⁽²⁾
Common Stock	05/10/2006		P		200	A	$ 7.46	617,549	I	see footnote ⁽³⁾
Common Stock	05/10/2006		P		1,000	A	$ 7.46	618,549	I	see footnote ⁽⁴⁾
Common Stock	05/10/2006		P		200	A	$ 7.46	618,749	I	see footnote ⁽⁵⁾
Common Stock	05/10/2006		P		200	A	$ 7.47	618,949	I	see footnote ⁽⁶⁾
Common Stock	05/10/2006		P		600	A	$ 7.47	619,549	I	see footnote ⁽⁷⁾
Common Stock	05/10/2006		P		600	A	$ 7.47	620,149	I	see footnote ⁽⁸⁾
Common Stock	05/10/2006		P		100	A	$ 7.48	620,249	I	see footnote ⁽⁹⁾
Common Stock	05/10/2006		P		200	A	$ 7.48	620,449	I	see footnote ⁽¹⁰⁾
Common Stock	05/10/2006		P		800	A	$ 7.48	621,249	I	see footnote ⁽¹¹⁾
Common Stock	05/10/2006		P		300	A	$ 7.48	621,549	I	see footnote ⁽¹²⁾
Common Stock	05/10/2006		P		800	A	$ 7.48	622,349	I	see footnote ⁽¹³⁾
Common Stock	05/10/2006		P		1,000	A	$ 7.48	623,349	I	see footnote ⁽¹⁴⁾
Common Stock	05/10/2006		P		100	A	$ 7.48	623,449	I	see footnote ⁽¹⁵⁾
Common Stock	05/10/2006		P		2,200	A	$ 7.5	625,649	I	see footnote ⁽¹⁶⁾
Common Stock	05/10/2006		P		300	A	$ 7.5	625,949	I	see footnote ⁽¹⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MIDWOOD CAPITAL MANAGEMENT LLC 575 BOYLSTON ST. 4TH FLOOR BOSTON, MA 02116		X
MIDWOOD CAPITAL PARTNERS LP 575 BOYLSTON ST. 4TH FLOOR BOSTON, MA 02116		X
MIDWOOD CAPITAL PARTNERS QP LP 575 BOYLSTON ST. 4TH FLOOR BOSTON, MA 02116		X
Cohen David E 575 BOYLSTON ST. 4TH FLOOR BOSTON, MA 02116		X
DeMont Ross D 575 BOYLSTON ST. 4TH FLOOR BOSTON, MA 02116		X

Signatures

/s/ David E. Cohen, Managing Member of Midwood Capital Management LLC		05/11/2006
^**Signature of Reporting Person		Date
/s/ David E. Cohen, Managing Member of Midwood Capital Management LLC, General Partner of Midwood Capital Partners, LP		05/11/2006
^**Signature of Reporting Person		Date
/s/ David E. Cohen, Managing Member of Midwood Capital Management LLC, General Partner of Midwood Capital Partners QP, LP		05/11/2006
^**Signature of Reporting Person		Date
/s/ David E. Cohen		05/11/2006
^**Signature of Reporting Person		Date
/s/ Ross D. DeMont		05/11/2006
^**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)	Represents 1081 shares purchased by Midwood Capital Partners, LP ("LP") and 1419 shares purchased by Midwood Capital Partners QP, LP ("QP"). All shares purchased by LP and QP are indirectly held by Midwood Capital Management LLC, and by David E. Cohen and Ross D. DeMont, General Partner of LP and QP and managing members of the General Partner, respectively
(2)	Represents 133 shares purchased by Midwood Capital Partners, LP and 167 shares purchased by Midwood Capital Partners QP, LP.
(3)	Represents 89 shares purchased by Midwood Capital Partners, LP and 111 shares purchased by Midwood Capital Partners QP, LP.
(4)	Represents 445 shares purchased by Midwood Capital Partners, LP and 555 shares purchased by Midwood Capital Partners QP, LP.
(5)	Represents 89 shares purchased by Midwood Capital Partners, LP and 111 shares purchased by Midwood Capital Partners QP, LP.
(6)	Represents 89 shares purchased by Midwood Capital Partners, LP and 111 shares purchased by Midwood Capital Partners QP, LP.
(7)	Represents 267 shares purchased by Midwood Capital Partners, LP and 333 shares purchased by Midwood Capital Partners QP, LP.
(8)	Represents 267 shares purchased by Midwood Capital Partners, LP and 333 shares purchased by Midwood Capital Partners QP, LP.
(9)	Represents 44 shares purchased by Midwood Capital Partners, LP and 56 shares purchased by Midwood Capital Partners QP, LP.
(10)	Represents 89 shares purchased by Midwood Capital Partners, LP and 111 shares purchased by Midwood Capital Partners QP, LP.
(11)	Represents 356 shares purchased by Midwood Capital Partners, LP and 444 shares purchased by Midwood Capital Partners QP, LP.
(12)	Represents 133 shares purchased by Midwood Capital Partners, LP and 167 shares purchased by Midwood Capital Partners QP, LP.
(13)	Represents 356 shares purchased by Midwood Capital Partners, LP and 444 shares purchased by Midwood Capital Partners QP, LP.
(14)	Represents 445 shares purchased by Midwood Capital Partners, LP and 555 shares purchased by Midwood Capital Partners QP, LP.
(15)	Represents 44 shares purchased by Midwood Capital Partners, LP and 56 shares purchased by Midwood Capital Partners QP, LP.
(16)	Represents 979 shares purchased by Midwood Capital Partners, LP and 1221 shares purchased by Midwood Capital Partners QP, LP.
(17)	Represents 135 shares purchased by Midwood Capital Partners, LP and 165 shares purchased by Midwood Capital Partners QP, LP.

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