| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SYPRIS SOLUTIONS INC [ SYPR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2003 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Option (Right to Buy)(1) | 10.36 | 06/30/2003 | A | 40,000 | 06/30/2005(2) | 06/29/2011 | Common Stock | 40,000 | $0 | 40,000 | D | ||||
| Option (Right to Buy)(3) | 15(4) | 06/30/2003 | A | 5,000 | 08/08/1988(5) | 08/08/1988(6) | Common Stock | 5,000 | $0 | 5,000 | D | ||||
| Option (Right to Buy)(3) | 20(4) | 06/30/2003 | A | 5,000 | 08/08/1988(5) | 08/08/1988(6) | Common Stock | 5,000 | $0 | 5,000 | D | ||||
| Option (Right to Buy)(3) | 25(4) | 06/30/2003 | A | 5,000 | 08/08/1988(5) | 08/08/1988(6) | Common Stock | 5,000 | $0 | 5,000 | D | ||||
| Option (Right to Buy)(3) | 30(4) | 06/30/2003 | A | 5,000 | 08/08/1988(5) | 08/08/1988(6) | Common Stock | 5,000 | $0 | 5,000 | D | ||||
| Option (Right to Buy)(3) | 35(4) | 06/30/2003 | A | 5,000 | 08/08/1988(5) | 08/08/1988(6) | Common Stock | 5,000 | $0 | 5,000 | D | ||||
| Option (Right to Buy)(3) | 40(4) | 06/30/2003 | A | 5,000 | 08/08/1988(5) | 08/08/1988(6) | Common Stock | 5,000 | $0 | 5,000 | D | ||||
| Option (Right to Buy)(3) | 45(4) | 06/30/2003 | A | 5,000 | 08/08/1988(5) | 08/08/1988(6) | Common Stock | 5,000 | $0 | 5,000 | D | ||||
| Option (Right to Buy)(3) | 50(4) | 06/30/2003 | A | 5,000 | 08/08/1988(5) | 08/08/1988(6) | Common Stock | 5,000 | $0 | 5,000 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to 1994 Stock Option Plan for Key Employees, as amended and restated. |
| 2. Exercisable in 5 equal annual installments, commencing 6/30/2005. |
| 3. Employee Performance-Based Stock Option |
| 4. Grant of performance-based options on 06/30/03. Actual exercise price shall be the greater of the Target Share Price listed in column 2, the fair market value on the grant date, or the fair market value on the first business day following the calendar quarter in which the average daily fair market value equals or exceeds the Target Share Price for the preceding quarter. |
| 5. Performance-based option vests in equal annual installments of 20%, commencing on the second anniversary date of the date the Target Share Price has been achieved. |
| 6. Performance-based Option expires at the earliest of (i) 1 year after optionee's death, (ii) 1 year after termination of employment due to disability, (iii) 3 months after date of retirement, (iv) date of termination for any other reason, (v) failure to achieve the Target Share Price by 8 years from 06/30/2003, or (vi) on the 8th anniversary date the Target Share Price is achieved. Additionally, the option will expire any time this employee is no longer designated a key employee by the Board of Directors. |
| John R. McGeeney | 07/01/2003 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||