SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* TAFLER ANDY (Last) (First) (Middle) 811 HANSEN WAY (Street) PALO ALTO CA 94303 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CPI INTERNATIONAL, INC. [ CPII ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VICE PRESIDENT
	3. Date of Earliest Transaction (Month/Day/Year) 02/11/2011
	4. If Amendment, Date of 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

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, par value $0.01 per share	02/11/2011		D(1)		9,701(1)	D	$19.5(1)	0	D

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 Securities Underlying Derivative Security (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: 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)	$19.33	02/11/2011		J(2)		12,000		(2)	12/01/2020	Common Stock	12,000	$0.17(2)	0	D
Employee Stock Option (Right to Buy)	$9.66	02/11/2011		J(3)		12,000		(3)	12/08/2019	Common Stock	12,000	$9.84(3)	0	D
Employee Stock Option (Right to Buy)	$10	02/11/2011		J(4)		12,000		(4)	12/05/2018	Common Stock	12,000	$9.5(4)	0	D
Employee Stock Option (Right to Buy)	$16.79	02/11/2011		J(5)		10,000		(5)	11/30/2017	Common Stock	10,000	$2.71(5)	0	D
Employee Stock Option (Right to Buy)	$14.22	02/11/2011		J(6)		15,000		12/08/2010	12/08/2016	Common Stock	15,000	$5.28(6)	0	D
Employee Stock Option (Right to Buy)	$18	02/11/2011		J(7)		15,000		(7)	04/27/2016	Common Stock	15,000	$1.5(7)	0	D
Employee Stock Option (Right to Buy)	$6.61	02/11/2011		J(8)		5,448		09/29/2008	09/29/2014	Common Stock	5,448	$12.89(8)	0	D
Employee Stock Option (Right to Buy)	$4.32	02/11/2011		J(9)		21,792		09/29/2008	09/29/2014	Common Stock	21,792	$15.18(9)	0	D
Employee Stock Option (Right to Buy)	$4.32	02/11/2011		J(10)		54,480		06/01/2008	06/01/2014	Common Stock	54,480	$15.18(10)	0	D
Employee Stock Option (Right to Buy)	$4.32	02/11/2011		J(11)		17,976		03/01/2008	03/01/2014	Common Stock	17,976	$15.18(11)	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between issuer and CPI International Acquisition, Inc. (formerly Catalyst Holdings, Inc.) in exchange for $19.50 per share in cash. Includes 4,000 restricted stock units that were granted under the issuer's 2006 Equity and Performance Incentive Plan and were previously reported on a Form 4 as acquired by the reporting person.

2. This option provided for vesting in four equal annual installments beginning on December 1, 2011. 25% of the option was cancelled after the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $0.17 per option. The remaining 75% of the option was cancelled for no consideration.

3. This option provided for vesting in four equal annual installments beginning on December 8, 2010. The option was cancelled after the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $9.84 per option.

4. This option provided for vesting in four equal annual installments beginning on December 5, 2009. The option was cancelled after the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $9.50 per option.

5. This option provided for vesting in four equal annual installments beginning on November 30, 2008. The option was cancelled after the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $2.71 per option.

6. This option provided for vesting in four equal annual installments beginning on December 8, 2007. The option was cancelled after the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $5.28 per option.

7. This option provided for vesting in four equal annual installments beginning on April 27, 2008. The option was cancelled after the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $1.50 per option.

8. This option provided for vesting in four equal annual installments beginning on September 29, 2005. The option was cancelled after the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $12.89 per option.

9. This option provided for vesting in four equal annual installments beginning on September 29, 2005. The option was cancelled after the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $15.18 per option.

10. This option provided for vesting in four equal annual installments beginning on June 1, 2005. The option was cancelled after the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $15.18 per option.

11. This option provided for vesting in four equal annual installments beginning on March 1, 2005. The option was cancelled after the merger in exchange for a cash payment equal to the excess of the amount payable for shares in the merger ($19.50) over the exercise price, resulting in a net payment of $15.18 per option.

Remarks:

	/s/ Amanda Mogin, Attorney in Fact	02/15/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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