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	OMB APPROVAL OMB Number: 3235-0287 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 Instruction 1(b).

1. Name and Address of Reporting Person* ROSENFELD ERIC (Last) (First) (Middle) C/O CRESCENDO PARTNERS, L.P. 777 THIRD AVENUE, 37TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 09/18/2012
	4. If Amendment, Date of 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

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

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* ROSENFELD ERIC (Last) (First) (Middle) C/O CRESCENDO PARTNERS, L.P. 777 THIRD AVENUE, 37TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Holder

1. Name and Address of Reporting Person* CRESCENDO INVESTMENTS II LLC (Last) (First) (Middle) 777 THIRD AVENUE, 37TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Holder

1. Name and Address of Reporting Person* CRESCENDO PARTNERS II LP (Last) (First) (Middle) 777 THIRD AVENUE, 37TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Holder

Explanation of Responses:

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.

	/s/ Eric Rosenfeld	09/20/2012
	Crescendo Investments II LLC, By: /s/ Eric Rosenfeld, Senior Managing Member	09/20/2012
	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
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