X0303 4 2010-04-21 0001279176 CPI INTERNATIONAL, INC. CPII 0001359393 FICKETT ROBERT 811 HANSEN WAY PALO ALTO CA 94303 0 1 0 0 COO AND PRESIDENT Common Stock, par value $0.01 per share 2010-04-21 4 M 0 2758 .74 A 33302 D Common Stock, par value $0.01 per share 2010-04-21 4 S 0 2758 13.33 D 30544 D Employee Stock Option (Right to Buy) .74 2010-04-21 4 M 0 2758 0 D 2010-07-01 Common Stock, par value $0.01 per share 2758 11035 D Represents cash exercise of stock options that were scheduled to expire by July 2010. Includes 16,000 shares of restricted common stock granted under the issuer's 2006 Equity and Performance Incentive Plan. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person. Represents the weighted average sale price for multiple transactions at prices ranging from $13.23 to $13.43 per share. The undersigned undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. A percentage of these options were exercisable on July 1 of each of 2001, 2002 and 2003 and in January 2004. /s/ Amanda Mogin, Attorney in Fact 2010-04-21