Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
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 (Month/Day/Year)
03/29/2019
(Street)

EDGEWOOD, NY 11717		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 03/29/2019   M   25,000 A $ 6.6 126,922 D  
Common Stock 03/29/2019   F   24,628 D $ 6.7 102,294 D  
Common Stock 04/02/2019   D   13,678 (1) D $ 0 88,616 D  
Common Stock 04/02/2019   A   42,009 A $ 0 130,625 D  
Common Stock 04/02/2019   F   4,528 (2) D $ 6.53 126,097 D  

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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 Underlying Securities
(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) $ 6.6 03/29/2019   M   25,000     (3) 03/31/2019 Common Stock 25,000 $ 0 0 D  

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   04/02/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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