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 *

McCrosson Douglas 		2. Issuer Name and Ticker or Trading Symbol

CPI AEROSTRUCTURES INC [ CVU ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, CEO
(Last)          (First)          (Middle)

C/O CPI AEROSTRUCTURE, INC., 91 HEARTLAND BLVD. 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/29/2019
(Street)

EDGEWOOD, NY 11717
(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   3/29/2019     M    25000   A $6.60   126922   D  
 
Common Stock   3/29/2019     F    24628   D $6.70   102294   D  
 
Common Stock   4/2/2019     D    13678   (1) D $0   88616   D  
 
Common Stock   4/2/2019     A    42009   A $0   130625   D  
 
Common Stock   4/2/2019     F    4528   (2) D $6.53   126097   D  
 

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
Employee Stock Option (right to buy)   $6.60   3/29/2019     M      25000         (3) 3/31/2019   Common Stock   25000   $0   0   D  
 

Explanation of Responses:
(1)  Represents the forfeiture of performance-based restricted stock originally granted to the reporting person on August 2, 2016, March 1, 2017, and March 21, 2018, which were eligible to vest based on certian financial performance objectives. Upon grant, the target vesting amount was reported in Table I of Form 4. On April 2, 2019, the Company determined that, based on the Company's performance over the applicable performance period, an aggregate of 13,678 shares would be forfeited.
(2)  Represents shares withheld to satisfy tax obligations.
(3)  The option is exercisable with respect to 8,333 shares on April 1, 2010, with respect to an additional 8,333 shares on April 1, 2011, and with respect to the remaining 8,334 shares on April 1, 2012.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
McCrosson Douglas
C/O CPI AEROSTRUCTURE, INC.
91 HEARTLAND BLVD.
EDGEWOOD, NY 11717 		X
President, CEO

Signatures
/s/ Douglas McCrosson 4/2/2019
** 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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