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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * TAFLER ANDY   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 (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)   9,701 (1) D $ 19.5 (1) 0 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TAFLER ANDY 811 HANSEN WAY PALO ALTO, CA 94303			VICE PRESIDENT

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. 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.