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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(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)
08/18/2006

(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	08/18/2006		S		500	D	$ 4.65	612,849	I	see footnote ⁽¹⁾
Common Stock	08/21/2006		S		100	D	$ 4.53	612,749	I	see footnote ⁽²⁾
Common Stock	08/21/2006		S		400	D	$ 4.53	612,349	I	see footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(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/ Ross D. DeMont, Managing Member of Midwood Capital Management LLC		08/22/2006
^**Signature of Reporting Person		Date
/s/ Ross D. DeMont, Managing Member of Midwood Capital Management LLC, General Partner of Midwood Capital Partners, LP		08/22/2006
^**Signature of Reporting Person		Date
/s/ Ross D. DeMont, Managing Member of Midwood Capital Management LLC, General Partner of Midwood Capital Partners QP, LP		08/22/2006
^**Signature of Reporting Person		Date
/s/ Ross D. DeMont on behalf of David E. Cohen		08/22/2006
^**Signature of Reporting Person		Date
/s/ Ross D. DeMont		08/22/2006
^**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 500 shares sold by Midwood Capital Partners, LP ("LP"). All shares sold by LP and QP were also indirectly held by Midwood Capital Management LLC, General Partner of LP and of Midwood Capital Partners QP, LP ("QP"), and by David E. Cohen and Ross D. DeMont, managing members of the General Partner
(2)	Represents 100 shares sold by LP
(3)	Represents 277 shares sold by LP and 123 shares sold by QP
Remarks: Exhibit 99.1 Confirming statement of David E. Cohen

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