Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 8)*
CPI
Aerostructures, Inc.
(Name of
Issuer)
Common
Stock, $.001 par value
(Title of
Class of Securities)
125919308
(CUSIP
Number)
December
31, 2008
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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¨
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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¨
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Rule
13d-1(d)
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*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No. 125919308
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13G
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Page
2 of 10
Pages
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||||
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Midwood
Capital Management LLC
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||||
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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|||||
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(a)
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¨
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|||||
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(b)
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¨
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|||||
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3.
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SEC
Use Only
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|||||
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4.
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Citizenship
or Place of
Organization Delaware
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|||||
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole
Voting
Power 232,000
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||||
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6.
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Shared
Voting
Power 0
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|||||
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7.
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Sole
Dispositive
Power 232,000
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|||||
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8.
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Shared
Dispositive
Power 0
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|||||
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
232,000
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|||||
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10.
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Check
if the Aggregate Amount in Row (9)
Excludes ¨
Certain
Shares (See Instructions)
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|||||
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11.
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Percent
of Class Represented by Amount in Row (9)
3.9%
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|||||
| ; | ||||||
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12.
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Type
of Reporting Person (See Instructions)
IA
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|||||
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CUSIP
No. 125919308
|
13G
|
Page
3 of 10
Pages
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||||
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|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
David
E. Cohen
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||||
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2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|||||
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(a)
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¨
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|||||
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(b)
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¨
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|||||
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3.
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SEC
Use Only
|
|||||
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4.
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Citizenship
or Place of
Organization USA
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|||||
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
|
Sole
Voting
Power 0
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||||
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6.
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Shared
Voting
Power 232,000
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|||||
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7.
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Sole
Dispositive
Power 0
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|||||
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8.
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Shared
Dispositive
Power 232,000
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|||||
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
232,000
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|||||
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10.
|
Check
if the Aggregate Amount in Row (9)
Excludes ¨
Certain
Shares (See Instructions)
|
|||||
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11.
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Percent
of Class Represented by Amount in Row (9)
3.9%
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|||||
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12.
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Type
of Reporting Person (See Instructions)
IN
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|||||
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CUSIP
No. 125919308
|
13G
|
Page
4 of 10
Pages
|
||||
|
|
1.
|
Names
of Reporting
Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Ross
D. DeMont
|
||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|||||
|
(a)
|
¨
|
|||||
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(b)
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¨
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|||||
|
3.
|
SEC
Use Only
|
|||||
|
4.
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Citizenship
or Place of
Organization USA
|
|||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting
Power 0
|
||||
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6.
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Shared
Voting
Power 232,000
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|||||
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7.
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Sole
Dispositive
Power 0
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|||||
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8.
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Shared
Dispositive
Power 232,000
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|||||
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
232,000
|
|||||
|
10.
|
Check
if the Aggregate Amount in Row (9)
Excludes ¨
Certain
Shares (See Instructions)
|
|||||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.9%
|
|||||
|
12.
|
Type
of Reporting Person (See Instructions)
IN
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|||||
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CUSIP
No. 125919308
|
13G
|
Page
5 of 10
Pages
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||||
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Midwood
Capital Partners, L.P.
|
||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|||||
|
(a)
|
¨
|
|||||
|
(b)
|
¨
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|||||
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3.
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SEC
Use Only
|
|||||
|
4.
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Citizenship
or Place of
Organization Delaware
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|||||
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
|
Sole
Voting
Power 156,275
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||||
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6.
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Shared
Voting
Power 0
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|||||
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7.
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Sole
Dispositive
Power 156,275
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|||||
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8.
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Shared
Dispositive
Power 0
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|||||
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
156,275
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|||||
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10.
|
Check
if the Aggregate Amount in Row (9)
Excludes ¨
Certain
Shares (See Instructions)
|
|||||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
2.6%
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|||||
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12.
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Type
of Reporting Person (See Instructions)
PN
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CUSIP
No. 125919308
|
13G
|
Page
6 of 10
Pages
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||||
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1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Midwood
Capital Partners QP, L.P.
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||||
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2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|||||
|
(a)
|
¨
|
|||||
|
(b)
|
¨
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|||||
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3.
|
SEC
Use Only
|
|||||
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4.
|
Citizenship
or Place of
Organization Delaware
|
|||||
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
|
Sole
Voting
Power 75,725
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||||
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6.
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Shared
Voting
Power 0
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|||||
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7.
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Sole
Dispositive
Power 75,725
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|||||
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8.
|
Shared
Dispositive
Power 0
|
|||||
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
75,725
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|||||
|
10.
|
Check
if the Aggregate Amount in Row (9)
Excludes ¨
Certain
Shares (See Instructions)
|
|||||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
1.3%
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|||||
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12.
|
Type
of Reporting Person (See Instructions)
PN
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|||||
Page 7 of
10
Item
1.
(a) Name of Issuer: CPI
Aerostructures, Inc. (the “Issuer”).
(b) Address of the Issuer’s Principal
Executive Offices: 60 Heartland Blvd., Edgewood, NY
11717.
Item
2.
(a) Name of Person
Filing: This joint statement on Schedule 13G is being filed by
David E. Cohen, Ross D. DeMont, Midwood Capital Management LLC, Midwood Capital
Partners, L.P. and Midwood Capital Partners QP, L.P., who are collectively
referred to as the “Reporting Persons.” Messrs. Cohen and DeMont (the
“Managers”) are the managers of Midwood Capital Management LLC (“Capital”),
which is the sole general partner of each of Midwood Capital Partners, L.P.
(“LP”) and Midwood Capital Partners QP, L.P. (“QP” and together with LP, the
“Funds”). The Reporting Persons have entered into a Joint Filing
Agreement, dated as of December 9, 2005, a copy of was previously filed with
this Schedule 13G and which is incorporated herein by reference, pursuant to
which the Reporting Persons have agreed to file this statement jointly in
accordance with the provisions of Rule 13d-1(k) under the Act.
(b) Address of Principal Business
Office: The principal business office of the Reporting Persons
with respect to the shares reported hereunder is 575 Boylston St., 4th Floor,
Boston, MA 02116.
(c) Citizenship: Capital
is a Delaware limited liability company. Each of the Funds is a
Delaware limited partnership. Each of the Managers is a U.S.
citizen.
(d) Title and Class of
Securities: Common stock, $.001 par value (“Common
Stock”)
(e) CUSIP
Number: 125919308
Item
3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
NA
Item
4. Ownership
In the
aggregate, as of December 31, 2008, the Reporting Persons beneficially own
232,000 shares of the Common Stock of the Issuer, representing approximately
3.9% of such class of securities. The beneficial ownership of each
Reporting Person is as follows: (i) LP beneficially owns 156,275 shares of the
Common Stock, representing approximately 2.6% of the class, (ii) QP beneficially
owns 75,725 sha
res of the Common Stock, representing approximately 1.3% of the
class, and (iii) Capital, as the sole general partner of each
Fund, and Messrs. Cohen and DeMont, as the managers of Capital, each
beneficially own 232,000 shares of the Common Stock of the Issuer representing
approximately 3.9% of the class. The percentage of the Common Stock
beneficially owned by each Reporting Person is based on a total of 5,979,364
shares of the Common Stock of the Issuer outstanding as of November 10, 2008, as
reported in the most recent quarterly report of the Issuer on Form 10-Q for the
fiscal quarter ended September 30, 2008.
Page 8
of 10
Each Fund
has the power to vote and dispose of the shares of Common Stock beneficially
owned by such Fund (as described above). Capital, as the sole general partner of the
Fund, has the sole authority to vote and dispose of all of the shares of Common
Stock reported in this Schedule 13G. Each of the Managers, by virtue
of their positions as managers of Capital, has the shared authority to vote and
dispose of all of the shares of Common Stock reported in this joint statement
Schedule 13G.
Item
5. Ownership
of Five Percent or Less of a Class
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following x
Item
6. Ownership
of More than Five Percent on Behalf of Another Person
NA
Item
7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person
NA
Item
8. Identification
and Classification of Members of the Group
NA
Item
9. Notice
of Dissolution of Group
NA
Item
10. Certification
By
signing below I hereby certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose.
Page 9
of 10
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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DATE:
February 4,
2009
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MIDWOOD
CAPITAL PARTNERS, L.P.
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By:
Midwood Capital Management LLC
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General
Partner
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By: /s/ David E. Cohen
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David
E. Cohen
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Manager
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MIDWOOD
CAPITAL
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PARTNERS
QP, L.P.
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By:
Midwood Capital Management LLC
|
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|
General
Partner
|
|
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By: /s/ David E. Cohen
|
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David
E. Cohen
|
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|
Manager
|
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MIDWOOD
CAPITAL
|
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MANAGEMENT,
LLC
|
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By: /s/ David E. Cohen
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David
E. Cohen
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Manager
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Page 10
of 10
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DAVID
E. COHEN
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/s/ David E. Cohen
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David
E. Cohen
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ROSS
D. DEMONT
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/s/ Ross D. DeMont
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|
Ross
D. DeMont
|