| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
CPI AEROSTRUCTURES INC (Name of Issuer) |
Common Stock, $.001 par value (Title of Class of Securities) |
125919308 (CUSIP Number) |
09/30/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 125919308 |
| 1 | Names of Reporting Persons CALM WATERS PARTNERSHIP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization WISCONSIN | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 701,703.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 125919308 |
| 1 | Names of Reporting Persons STRONG RICHARD S | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 701,703.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: CPI AEROSTRUCTURES INC | |
| (b) | Address of issuer's principal executive
offices: 91 HEARTLAND BOULEVARD, EDGEWOOD, NEW YORK, 11717. | |
| Item 2. | ||
| (a) | Name of person filing: Calm Waters Partnership
Richard S. Strong | |
| (b) | Address or principal business office or, if
none, residence: All reporting persons may be contacted at:
c/o Godfrey & Kahn, S.C.
833 East Michigan Street, Suite 1800
Milwaukee, WI 53202 | |
| (c) | Citizenship: Calm Waters Partnership is a Wisconsin general partnership.
Richard S. Strong is a United States citizen. | |
| (d) | Title of class of securities: Common Stock, $.001 par value | |
| (e) | CUSIP No.: 125919308 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: This filing reports the beneficial ownership of the Reporting Persons as of November 4, 2024. An amendment to the Reporting Persons' Schedule 13G was required for the calendar quarter ended September 30, 2024 in accordance with Rule 13d-2 due to an earlier increase in the percentage of the class owned to 6% of outstanding shares as of September 30, 2024.
See responses to Item 9 of the cover pages. | |
| (b) | Percent of class: See responses to Item 11 of the cover pages. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: For information on voting and dispositive power with respect to the above listed shares, see
Items 5-8 on the Cover Pages. | ||
| (ii) Shared power to vote or to direct the
vote: For information on voting and dispositive power with respect to the above listed shares, see
Items 5-8 on the Cover Pages. | ||
| (iii) Sole power to dispose or to direct the
disposition of: For information on voting and dispositive power with respect to the above listed shares, see
Items 5-8 on the Cover Pages. | ||
| (iv) Shared power to dispose or to direct the
disposition of: For information on voting and dispositive power with respect to the above listed shares, see
Items 5-8 on the Cover Pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under § 240.14a-11.
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Exhibit 1 - Joint Filing Agreement (incorporated by reference to Exhibit 1 of the Reporting Persons' Schedule 13G filed with the SEC on March 13, 2024)
https://www.sec.gov/Archives/edgar/data/889348/000089271224000056/exhibit1.htm |