Initial Statement of Beneficial Ownership


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

CYPRESS ASSOCIATES II LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/27/2006 

3. Issuer Name and Ticker or Trading Symbol

CPI INTERNATIONAL, INC. [CPII]

(Last)        (First)        (Middle)

65 EAST 55TH STREET, 28TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10022       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.01 par value per share   12978173   I   Shares owned by certain funds   (1) (6) (7)
Common Stock, $0.01 par value per share   12334771   D   (2) (6) (7)
 
Common Stock, $0.01 par value per share   524370   D   (3) (6) (7)
 
Common Stock, $0.01 par value per share   119032   D   (4) (6) (7)
 
Common Stock, $0.01 par value per share   26008   D   (5) (6) (7)
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Consists of 12,334,771 shares owned by Cypress Merchant Banking Partners II L.P., 524,370 shares owned by Cypress Merchant B II C.V. and 119,032 shares owned by 55th Street Partners II L.P. (collectively, the ''Cypress Funds''). Cypress Associates II LLC ("Cypress Associates") is the managing general partner of Cypress Merchant B II C.V. and the general partner of Cypress Merchant Banking Partners II L.P. and 55th Street Partners II L.P. and has voting and investment power over the shares held or controlled by each of these funds. Cypress Associates disclaims beneficial ownership of the shares owned by the Cypress Funds, except to the extent of its pecuniary interest therein.
( 2)  These shares are directly owned by Cypress Merchant Banking Partners II L.P.
( 3)  These shares are directly owned by Cypress Merchant B II C.V.
( 4)  These shares are directly owned by 55th Street Partners II L.P..
( 5)  These shares are directly owned by Cypress Side-By-Side LLC.
( 6)  The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any Reporting Person is the beneficial owner of equity securities (other than those described in this statement as directly owned by such Reporting Person).
( 7)  Because Cypress Associates controls each of the Cypress Funds, and because the Cypress Funds and Cypress Side-By-Side LLC acted together in their acquisition of the securities of CPI International, Inc., the Cypress Funds and Cypress Side-By-Side LLC may be deemed to be members of "group" in relation to their respective investments in CPI International, Inc. Each of the reporting persons disclaims the existence of a group.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CYPRESS ASSOCIATES II LLC
65 EAST 55TH STREET
28TH FLOOR
NEW YORK, NY 10022

X

CYPRESS MERCHANT BANKING PARTNERS II L P
65 EAST 55TH STREET
28TH FLOOR
NEW YORK, NY 10022

X

55th Street Partners II L.P.
65 EAST 55TH STREET
28TH FLOOR
NEW YORK, NY 10022

X

Cypress Merchant B II C.V.
65 EAST 55TH STREET
28TH FLOOR
NEW YORK, NY 10022

X

Cypress Side-By-Side LLC
65 EAST 55TH STREET
28TH FLOOR
NEW YORK, NY 10022

X


Signatures
/s/ Jeffrey P. Hughes, Managing Member, on behalf of Cypress Associates II LLC 4/27/2006
** Signature of Reporting Person Date

/s/ Jeffrey P. Hughes, Managing Member, on behalf of Cypress Associates II LLC, general partner of Cypress Merchant Banking Partners II L.P. 4/27/2006
** Signature of Reporting Person Date

/s/ Jeffrey P. Hughes, Managing Member, on behalf of Cypress Associates II LLC, managing general partner of Cypress Merchant Banking II C.V. 4/27/2006
** Signature of Reporting Person Date

/s/ Jeffrey P. Hughes, Managing Member, on behalf of Cypress Associates II LLC, general partner of 55th Street Partners II L.P. 4/27/2006
** Signature of Reporting Person Date

/s/ James A. Stern, Managing Member, on behalf of Cypress Side-By-Side LLC 4/27/2006
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
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