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Filing Details

Accession Number:: 0000892712-25-000004
Form Type:: 13G Filing
Publication Date:: 2025-01-05 19:00:00

Filed By:: CALM WATERS PARTNERSHIP
Company:: Cpi Aerostructures Inc (NYSEMKT:CVU)
Filing Date:: 2025-01-06
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Beneficially Owned Number of Shares	Beneficially Owned Number of Aggregate Shares	Percent of Class
CALM WATERS PARTNERSHIP	0	648,000	4.9%
STRONG RICHARD S	0	648,000	4.9%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

CPI AEROSTRUCTURES INC

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

125919308

(CUSIP Number)

12/11/2024

(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

Names of Reporting Persons

CALM WATERS PARTNERSHIP

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

WISCONSIN

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 648,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 648,000.00

Aggregate Amount Beneficially Owned by Each Reporting Person

648,000.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

4.9 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

125919308

Names of Reporting Persons

STRONG RICHARD S

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 648,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 648,000.00

Aggregate Amount Beneficially Owned by Each Reporting Person

648,000.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

4.9 %

Type of Reporting Person (See Instructions)

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:

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 of 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 of 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 of 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 of the cover pages

Item 5.

Ownership of 5 Percent or Less of a Class.

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.

CALM WATERS PARTNERSHIP

Signature:	/s/ Richard S. Strong
Name/Title:	Richard S. Strong, Managing Partner
Date:	01/06/2025

STRONG RICHARD S

Signature:	/s/ Richard S. Strong
Name/Title:	Richard S. Strong
Date:	01/06/2025

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