Sec Form 4 Filing - KELLY JAMES W @ PARK ELECTROCHEMICAL CORP - 2007-08-15

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 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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1. Name and Address of Reporting Person KELLY JAMES W 2. Issuer Name and Ticker or Trading Symbol PARK ELECTROCHEMICAL CORP [ PKE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, Taxes and Planning (Last) (First) (Middle) PARK ELECTROCHEMICAL CORP., 48 SOUTH SERVICE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2007 (Street) MELVILLE, NY11747 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 1,500 D Common Stock 218 I Employee Stock Purchase Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Right to buy option ( 1 ) $ 30.28 08/15/2007 A 12,500 08/15/2008 08/15/2017 Common Stock 12,500 $ 0 12,500 D Right to buy option ( 1 ) $ 16.54 06/15/2000 06/15/2009 Common Stock 2,250 2,250 D Right to buy option ( 1 ) $ 15.92 05/22/2001 05/22/2010 Common Stock 4,500 4,500 D Right to buy option ( 1 ) $ 23.6 07/19/2002 07/19/2011 Common Stock 7,500 7,500 D Right to buy option ( 1 ) $ 29.05 03/20/2003 03/20/2012 Common Stock 7,500 7,500 D Right to buy option ( 1 ) $ 19.95 07/24/2004 07/24/2013 Common Stock 10,000 10,000 D Right to buy option ( 1 ) $ 23 07/08/2005 07/08/2014 Common Stock 7,500 7,500 D Right to buy option ( 1 ) $ 24.56 08/24/2006 08/24/2015 Common Stock 10,000 10,000 D Right to buy option ( 1 ) $ 25.35 08/03/2007 08/03/2016 Common Stock 12,500 12,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KELLY JAMES W PARK ELECTROCHEMICAL CORP. 48 SOUTH SERVICE ROAD MELVILLE, NY11747 VP, Taxes and Planning Signatures Stephen E. Gilhuley, by power of attorney 11/06/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Option is exercisable, commencing on the date indicated, as to 25% of the aggregate number of shares listed and as to an additional 25% of such shares on each succeeding anniversary of such 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 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).

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