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* PETERSEN SIDNEY R/CA (Last) (First) (Middle) 1109 EMERALD BAY (Street) LAGUNA BEACH CA 92651 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SYPRIS SOLUTIONS INC [ SYPR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/12/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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								58,274	D

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
Option (Right to Buy)	$4.75	05/12/2008		D			10,000	05/01/2001	04/30/2011	Common Stock	10,000	(1)	0	D
Option (Right to Buy)	$5.94	05/12/2008		D			2,935	01/01/1999	12/31/2008	Common Stock	2,935	(2)	0	D
Option (Right to Buy)	$6.88	05/12/2008		D			2,535	01/01/2001	12/31/2010	Common Stock	2,535	(3)	0	D
Option (Right to Buy)	$6.97	05/12/2008		D			4,565	12/29/2006	12/28/2016	Common Stock	4,565	(4)	0	D
Option (Right to Buy)	$7.63	05/12/2008		D			1,885	03/29/1999	03/28/2009	Common Stock	1,885	(5)	0	D
Option (Right to Buy)	$7.75	05/12/2008		D			10,000	04/29/1999	04/28/2009	Common Stock	10,000	(6)	0	D
Option (Right to Buy)	$7.87	05/12/2008		D			3,196	03/31/2003	03/30/2013	Common Stock	3,196	(7)	0	D
Option (Right to Buy)	$4.31	05/12/2008		A		9,137		03/31/2008	03/30/2012	Common Stock	9,137	(1)	9,137	D
Option (Right to Buy)	$4.31	05/12/2008		A		565		03/31/2008	03/30/2012	Common Stock	565	(2)	565	D
Option (Right to Buy)	$4.31	05/12/2008		A		1,277		03/31/2008	03/30/2012	Common Stock	1,277	(3)	1,277	D
Option (Right to Buy)	$4.31	05/12/2008		A		5,276		03/31/2008	03/30/2012	Common Stock	5,276	(4)	5,276	D
Option (Right to Buy)	$4.31	05/12/2008		A		199		03/31/2008	03/30/2012	Common Stock	199	(5)	199	D
Option (Right to Buy)	$4.31	05/12/2008		A		1,136		03/31/2008	03/30/2012	Common Stock	1,136	(6)	1,136	D
Option (Right to Buy)	$4.31	05/12/2008		A		2,306		03/31/2008	03/30/2012	Common Stock	2,306	(7)	2,306	D

Explanation of Responses:

1. On May 12, 2008, the issuer canceled, pursuant to the 2008 Stock Option Exchange Program, an option grant awarded on May 1, 2001 to the reporting person. In exchange for this option grant, the reporting person received a replacement option (reported herein), on May 12, 2008 for 9,137 shares having an exercise price equal to $4.31.

2. On May 12, 2008, the issuer canceled pursuant to the 2008 Stock Option Exchange Program, an option grant awarded on January 1, 1999 to the reporting person. In exchange for this option grant, the reporting person received a replacement option (reported herein), on May 12, 2008 for 565 shares having an exercise price equal to $4.31.

3. On May 12, 2008, the issuer canceled, pursuant to the 2008 Stock Option Exchange Program, an option grant awarded on January 1, 2001 to the reporting person. In exchange for this option grant, the reporting person received a replacement option (reported herein), on May 12, 2008 for 1,277 shares having an exercise price equal to $4.31.

4. On May 12, 2008, the issuer canceled, pursuant to the 2008 Stock Option Exchange Program, an option grant awarded on December 29, 2006 to the reporting person. In exchange for this option grant, the reporting person received a replacement option (reported herein), on May 12, 2008 for 5,276 shares having an excercise price equal to $4.31.

5. On May 12, 2008, the issuer canceled, pursuant to the 2008 Stock Option Exchange Program, an option grant awarded on March 29, 1999 to the reporting person. In exchange for this option grant, the reporting person received a replacement option (reported herein), on May 12, 2008 for 199 shares having an exercise price equal to $4.31.

6. On May 12, 2008, the issuer canceled, pursuant to the 2008 Stock Option Exchange Program, an option grant awarded on April 29, 1999 to the reporting person. In exchange for this option grant, the reporting person received a replacement option (reported herein), on May 12, 2008 for 1,136 shares having an exercise price equal to $4.31.

7. On May 12, 2008, the issuer canceled, pursuant to the 2008 Stock Option Exchange Program, an option grant awarded on March 31, 2003 to the reporting person. In exchange for this option grant, the reporting person received a replacement option (reported herein), on May 12, 2008 for 2,306 shares having an exercise price equal to $4.31.

	Andrea J. Luescher by Power of Attorney on file with the Commission	05/14/2008
	** 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).
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