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 * BEIGHLEY JOHN   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) VP AND ASST 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)   4,000 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)

6,000

(2)

12/01/2020

Common Stock

6,000

$ 0.17 (2)

0

D

Employee Stock Option (Right to Buy)

$ 9.66

02/11/2011

D(3)

6,000

(3)

12/08/2019

Common Stock

6,000

$ 9.84 (3)

0

D

Employee Stock Option (Right to Buy)

$ 10

02/11/2011

D(4)

6,000

(4)

12/05/2018

Common Stock

6,000

$ 9.5 (4)

0

D

Employee Stock Option (Right to Buy)

$ 16.79

02/11/2011

D(5)

5,000

(5)

11/30/2017

Common Stock

5,000

$ 2.71 (5)

0

D

Employee Stock Option (Right to Buy)

$ 14.22

02/11/2011

D(6)

7,000

12/08/2010

12/08/2016

Common Stock

7,000

$ 5.28 (6)

0

D

Employee Stock Option (Right to Buy)

$ 18

02/11/2011

D(7)

8,000

(7)

04/27/2016

Common Stock

8,000

$ 1.5 (7)

0

D

Employee Stock Option (Right to Buy)

$ 6.61

02/11/2011

D(8)

3,270

09/29/2008

09/29/2014

Common Stock

3,270

$ 12.89 (8)

0

D

Employee Stock Option (Right to Buy)

$ 4.32

02/11/2011

D(9)

13,074

09/29/2008

09/29/2014

Common Stock

13,074

$ 15.18 (9)

0

D

Employee Stock Option (Right to Buy)

$ 4.32

02/11/2011

D(10)

49,032

03/01/2008

03/01/2014

Common Stock

49,032

$ 15.18 (10)

0

D

Employee Stock Option (Right to Buy)

$ 0.2

02/11/2011

D(11)

16,344

03/10/2007

03/10/2013

Common Stock

16,344

$ 19.3 (11)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BEIGHLEY JOHN 811 HANSEN WAY PALO ALTO, CA 94303			VP AND ASST 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 consideration consisting of cash and securities with a value of $19.50 per CPI share.
(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.

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