SEC Form SC 13G/A filed by CPI Aerostructures Inc. (Amendment)

1/23/23 10:54:51 AM ET

Military/Government/Technical

Industrials

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SC 13G/A 1 cvu15.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information statement pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No.15) CPI Aerostructures, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 125919308 (CUSIP Number) Date of Event Which Requires Filing of this Statement: December 31, 2022 *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). CUSIP No. 125919308 13G 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Royce & Associates, LP 52-2343049 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 681,078 6 SHARED VOTING POWER 7 SOLE DISPOSITIVE POWER 681,078 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 681,078 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5% 12 TYPE OF REPORTING PERSON IA CUSIP No. 125919308 13G Item 1(a) Name of Issuer: CPI Aerostructures, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: Chief Financial Officer 200 A Executive Drive Edgewood, NY 11717 Item 2(a) Name of Persons Filing: Royce & Associates, LP Item 2(b) Address of Principal Business Office, or, if None, Residence: 745 Fifth Avenue, New York, NY 10151 Item 2(c) Citizenship: New York Corporation Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 125919308 Item 3 If this statement is filed pursuant to rules 13d-1(b), or 13d- 2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (e) [X] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund (g) [ ] Parent Holding Company, in accordance with Rule 13d-1 (b)(ii)(G) (h) [ ] Group CUSIP No. 125919308 13G Item 4 Ownership The securities reported herein are beneficially owned by one or more registered investment companies or other managed accounts that are investment management clients of Royce & Associates, LP ("RALP"), an indirect majority owned subsidiary of Franklin Resources, Inc.("FRI"). When an investment management contract (including a sub advisory agreement) delegates to RALP investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats RALP as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, RALP reports on Schedule 13G that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement, unless otherwise noted in this Item 4. As a result, for purposes of Rule 13d 3 under the Act, RALP may be deemed to be the beneficial owner of the securities reported in this Schedule 13G. Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34 39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by RALP are exercised independently from FRI (RALP's parent holding company) and from all other investment management subsidiaries of FRI (FRI, its affiliates and investment management subsidiaries other than RALP are, collectively, "FRI affiliates"). Furthermore, internal policies and procedures of RALP and FRI affiliates establish informational barriers that prevent the flow between RALP and the FRI affiliates of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, RALP and the FRI affiliates report the securities over which they hold investment and voting power separately from each other for purposes of Section 13 of the Act. Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI. However, because RALP exercises voting and investment powers on behalf of its investment management clients independently of FRI affiliates, beneficial ownership of the securities reported by RALP is not attributed to the Principal Shareholders. RALP disclaims any pecuniary interest in any of the securities reported in this Schedule 13G. In addition, the filing of this Schedule 13G on behalf of RALP should not be construed as an admission that it is, and it disclaims that it is, the beneficial owner, as defined in Rule 13d 3, of any of such securities. Furthermore, RALP believes that it is not a "group" with FRI affiliates, the Principal Shareholders, or their respective affiliates within the meaning of Rule 13d 5 under the Act and that none of them is otherwise required to attribute to any other the beneficial ownership of the securities held by such person or by any persons or entities for whom or for which RALP or the FRI affiliates provide investment management services. (a) Amount Beneficially Owned: 681,078 (b) Percent of Class: 5.5% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 681,078 (ii) shared power to vote or to direct the vote __________ (iii) sole power to dispose or to direct the disposition of 681,078 (iv) shared power to dispose or to direct the disposition of __________ Item 5 Ownership of Five Percent or Less of a Class. [ ] Item 6 Ownership of More than Five Percent on Behalf of Another Person. NONE Item 7 Identification and Classification of the Subsidiary Which Acquired The Security Being Reported on by the Parent Holding Company. NOT APPLICABLE Item 8 Identification and Classification of Members of the Group. NOT APPLICABLE Item 9 Notice of Dissolution of Group. NOT APPLICABLE CUSIP No. 125919308 13G Item 10 Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to it is true, complete and correct. Date: January 23, 2023 By: Daniel A. O'Byrne Vice President

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SEC Form SC 13G/A filed by CPI Aerostructures Inc. (Amendment)

1/23/23 10:54:51 AM ET

$CVU

Military/Government/Technical

Industrials

Get the next $CVU alert in real time by email

SEC Form SC 13G/A filed by CPI Aerostructures Inc. (Amendment)

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SEC Form SC 13G/A filed by CPI Aerostructures Inc. (Amendment)

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Press Releases

CPI Aerostructures Receives Follow-on Orders Totaling $6 Million for Airborne Pods from Raytheon

CPI Aerostructures Receives $4.2M Order from Embraer for Engine Inlet Assemblies

CPI Aerostructures Receives Additional Orders Worth $9M From Lockheed Martin for F-16 Structural Assemblies

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Insider Trading

Hakim Dorith increased direct ownership by 14% to 276,415 units (SEC Form 5)

Levesque Pamela decreased direct ownership by 5% to 75,739 units (SEC Form 5)

Amendment: Director and former CFO Levesque Pamela returned 3,704 shares to the company, decreasing direct ownership by 4% to 95,310 units (SEC Form 4)

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Insider Purchases

Director Carey Bond E bought $28,790 worth of shares (10,000 units at $2.88), increasing direct ownership by 5% to 215,517 units (SEC Form 4)

Director Rosenjack Richard C bought $16,850 worth of shares (5,000 units at $3.37), increasing direct ownership by 14% to 39,711 units (SEC Form 4)

Director Levesque Pamela bought $31,300 worth of shares (10,000 units at $3.13), increasing direct ownership by 39% to 35,777 units (SEC Form 4)

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SEC Filings

Amendment: SEC Form SCHEDULE 13G/A filed by CPI Aerostructures Inc.

CPI Aerostructures Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

CPI Aerostructures Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Financial Statements and Exhibits

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Financials

CPI Aerostructures, Inc. Announces Date For Annual Meeting of Shareholders

CPI Aerostructures and Air Industries Group Agree to Settle Working Capital Dispute

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Leadership Updates

CPI Aerostructures Appoints Robert Mannix as Chief Financial Officer

CPI Aerostructures Appoints Paula Castellano to Leadership Team as Senior Vice President, Operations

CPI Aerostructures Appoints Aerospace Industry Executive Carey Bond as Chairman of its Board of Directors

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Large Ownership Changes

Amendment: SEC Form SC 13G/A filed by CPI Aerostructures Inc.

Amendment: SEC Form SC 13G/A filed by CPI Aerostructures Inc.