FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GILL JEFFREY T
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                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

101 BULLITT LN., STE. 450
3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2018
(Street)

LOUISVILLE, KY 40222
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  2911902   D    
Common Stock                  23975   I   By Wife  
Common Stock                  1918108.923   I   GFP I, LP   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Options (Right to Buy)   (2) $1.63   (3) 4/1/2018     A      200000       4/1/2021   (4) 4/1/2023   Common Stock   200000   $0.00   200000   D    

Explanation of Responses:
(1)  Consists of limited partnership interests of GFP I, LP, a Delaware limited partnership. The reporting person, his spouse, and the trusts for the benefit of his three children are limited partners of GFP I, LP, and the reporting person is a director, executive officer and 50% shareholder in Gill Family Capital Management, Inc., the general partner of GFP I, LP.
(2)  Options granted pursuant to the 2015 Sypris Omnibus Plan.
(3)  The grant date for the option award was Sunday April 1, 2018 therefore the exercise price was based on the closing price of Thursday March 29, 2018 (the last trading day).
(4)  Vesting is 100% on the third anniversary of the grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GILL JEFFREY T
101 BULLITT LN., STE. 450
LOUISVILLE, KY 40222
X X President and CEO

Signatures
Andrea J. Luescher by Power of Attorney on file with the Commission 4/3/2018
** 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 control number.
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