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 *
GILL R SCOTT
  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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
161 EAST CHICAGO AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2007
(Street)

CHICAGO, IL 60611
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               142,570.44 I By GFP I, LP (7)
Common Stock               2,352,705 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Options (Right to Buy) $ 9.3 06/12/2007   D     6,000 04/29/2003 04/28/2013 Common Stock 6,000 (1) 0 D  
Options (Right to Buy) $ 9.63 06/12/2007   D     10,000 05/02/2000 05/01/2010 Common Stock 10,000 (2) 0 D  
Options (Right to Buy) $ 9.98 06/12/2007   D     6,000 12/31/2005 12/30/2015 Common Stock 6,000 (3) 0 D  
Options (Right to Buy) $ 10.01 06/12/2007   D     6,000 04/26/2005 04/25/2015 Common Stock 6,000 (4) 0 D  
Options (Right to Buy) $ 19 06/12/2007   D     6,000 05/07/2002 05/06/2012 Common Stock 6,000 (5) 0 D  
Options (Right to Buy) $ 20.7 06/12/2007   D     4,500 04/27/2004 04/26/2014 Common Stock 4,500 (6) 0 D  
Options (Right to Buy) $ 7.9 06/12/2007   A   7,205   05/14/2007 05/13/2011 Common Stock 7,205 (1) 7,205 D  
Option (Right to Buy) $ 7.9 06/12/2007   A   8,246   05/14/2007 05/13/2011 Common Stock 8,246 (2) 8,246 D  
Option (Right to Buy) $ 7.9 06/12/2007   A   8,069   05/14/2007 05/13/2011 Common Stock 8,069 (3) 8,069 D  
Option (Right to Buy) $ 7.9 06/12/2007   A   7,803   05/14/2007 05/13/2011 Common Stock 7,803 (4) 7,803 D  
Option (Right to Buy) $ 7.9 06/12/2007   A   3,745   05/14/2007 05/13/2011 Common Stock 3,745 (5) 3,745 D  
Option (Right to Buy) $ 7.9 06/12/2007   A   3,568   05/14/2007 05/13/2011 Common Stock 3,568 (6) 3,568 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GILL R SCOTT
161 EAST CHICAGO AVENUE
CHICAGO, IL 60611
  X   X    

Signatures

 Andrea J. Luescher by Power of Attorney on file with the Commission   06/14/2007
**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) On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on April 29, 2003 to the reporting person. In exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 7,205 shares having an exercise price equal to $7.90.
(2) On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on May 2, 2000 to the reporting person. In exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 8,246 shares having an exercise price equal to $7.90.
(3) On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on December 31, 2005 to the reporting person. In exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 8,069 shares having an exercise price equal to $7.90.
(4) On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on April 26, 2005 to the reporting person. In exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 7,803 shares having an exercise price equal to $7.90.
(5) On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on May 7, 2002 to the reporting person. In exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 3,745 shares having an exercise price equal to $7.90.
(6) On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on April 27, 2004 to the reporting person. In exchange for this option grant the reporting person receiveda replacement option (reported herein), on June 12, 2007 for 3,568 shares having an exercise price equal to $7.90.
(7) Gifts reported herein are limited partnership interests of GFP I, LP, a DE limited partnership. The reporting person, is a limited partner of GFP I, LP and the reporting person is a director, executive officer and 50% shareholder of Gill Family Capital Management, Inc. the general partner of GFP I, LP.

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