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 *
LITTMAN JOEL
   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)
CFO, TREASURER AND SECRETARY
(Last)
(First)
(Middle)
811 HANSEN WAY		 3. Date of Earliest Transaction (Month/Day/Year)
02/11/2011
(Street)

PALO ALTO, CA 94303		 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, par value $0.01 per share 02/11/2011   D(1)   39,057 D $ 19.5 (1) 0 D  

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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
Employee Stock Option (Right to Buy) $ 19.33 02/11/2011   D(2)   18,000     (2) 12/01/2020 Common Stock 18,000 $ 0.17 (2) 0 D  
Employee Stock Option (Right to Buy) $ 9.66 02/11/2011   D(3)   18,000     (3) 12/08/2019 Common Stock 18,000 $ 9.84 (3) 0 D  
Employee Stock Option (Right to Buy) $ 10 02/11/2011   D(4)   18,000     (4) 12/05/2018 Common Stock 18,000 $ 9.5 (4) 0 D  
Employee Stock Option (Right to Buy) $ 16.79 02/11/2011   D(5)   15,000     (5) 11/30/2017 Common Stock 15,000 $ 2.71 (5) 0 D  
Employee Stock Option (Right to Buy) $ 14.22 02/11/2011   D(6)   22,000   12/08/2010 12/08/2016 Common Stock 22,000 $ 5.28 (6) 0 D  
Employee Stock Option (Right to Buy) $ 18 02/11/2011   D(7)   22,000     (7) 04/27/2016 Common Stock 22,000 $ 1.5 (7) 0 D  
Employee Stock Option (Right to Buy) $ 6.61 02/11/2011   D(8)   8,718   09/29/2008 09/29/2014 Common Stock 8,718 $ 12.89 (8) 0 D  
Employee Stock Option (Right to Buy) $ 4.32 02/11/2011   D(9)   34,866   09/29/2008 09/29/2014 Common Stock 34,866 $ 15.18 (9) 0 D  
Employee Stock Option (Right to Buy) $ 4.32 02/11/2011   D(10)   163,442   03/01/2008 03/01/2014 Common Stock 163,442 $ 15.18 (10) 0 D  
Employee Stock Option (Right to Buy) $ 0.2 02/11/2011   D(11)   81,721   03/10/2007 03/10/2013 Common Stock 81,721 $ 19.3 (11) 0 D  
Employee Stock Option (Right to Buy) $ 0.74 02/11/2011   D(12)   12,257   07/02/2005 07/02/2011 Common Stock 12,257 $ 18.76 (12) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LITTMAN JOEL
811 HANSEN WAY
PALO ALTO, CA 94303		       CFO, TREASURER AND SECRETARY  

Signatures

 /s/ Amanda Mogin, Attorney in Fact   02/15/2011
**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) 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.
(2) This option provided for vesting in four equal annual installments beginning on December 1, 2011. 25% of the option was cancelled 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 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 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 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 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 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 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 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 March 1, 2005. The option was cancelled 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 10, 2004. The option was cancelled 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 $19.30 per option.
(12) This option provided for vesting in four equal annual installments beginning on July 2, 2002. The option was cancelled 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 $18.76 per option.

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