13(d)(3) group Douglas Kevin acquired 880,000 shares and disposed of 880,000 shares (SEC Form 4)
$IMAX
Industrial Machinery/Components
Consumer Discretionary
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
IMAX CORP [ IMAX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/13/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/13/2024 | J | V | 880,000(12) | D | $0.00 | 0 | I(2)(13) | By Douglas Family Trust | |
| Common Stock | 06/13/2024 | J | V | 440,000(12) | A | $0.00 | 440,000 | I(2)(5) | By Nonexempt Trust FBO Kevin G. Douglas | |
| Common Stock | 06/13/2024 | J | V | 440,000(12) | A | $0.00 | 1,363,645 | I(2)(10) | By James E. Douglas, III | |
| Common Stock | 3,983,092 | D(1)(2)(3)(4) | ||||||||
| Common Stock | 646,111 | I(2)(6) | By Irrevocable Descendants' Trust FBO Alexander James Douglas | |||||||
| Common Stock | 646,110 | I(2)(7) | By Irrevocable Descendants' Trust FBO Amanda Anne Douglas | |||||||
| Common Stock | 646,110 | I(2)(8) | By Irrevocable Descendants' Trust FBO Jake Edward Douglas | |||||||
| Common Stock | 646,110 | I(2)(9) | By Irrevocable Descendants' Trust FBO Summer Jean Douglas | |||||||
| Common Stock | 571,989 | I(2)(11) | By Celtic Financial, LLC | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These securities are held directly and jointly by Kevin Douglas and his wife, Michelle Douglas. |
| 2. Each of the reporting persons hereunder (individually, a "Reporting Person" and collectively the "Reporting Persons") may be deemed a member of a "group" within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or Rule 13d-5 promulgated under the Exchange Act, with one or more of the other Reporting Persons. Although the Reporting Persons are reporting such securities as if they were members of a "group", the filing of this Form 4 shall not be deemed an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting Person. |
| 3. Includes 62,652 shares held by an intentionally defective grantor trust (the "KGD IDGT"). Kevin Douglas, as the settlor of the KGD IDGT, has the right to substitute property of equivalent value in return for the shares held by the KGD IDGT and may be deemed to have shared voting and dispositive power over the shares held by the KGD IDGT. |
| 4. Includes 62,652 shares held by an intentionally defective grantor trust (the "MMD IDGT"). Michelle Douglas, as the settlor of the MMD IDGT, has the right to substitute property of equivalent value in return for the shares held by the MMD IDGT and may be deemed to have shared voting and dispositive power over the shares held by the MMD IDGT. |
| 5. These securities are held directly by the Nonexempt Trust FBO Kevin G. Douglas and indirectly by Kevin Douglas. Kevin Douglas is the trustee of the Nonexempt Trust FBO Kevin G. Douglas. |
| 6. These securities are held directly by the Irrevocable Descendants' Trust FBO Alexander James Douglas and indirectly by Kevin Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the Irrevocable Descendants' Trust FBO Alexander James Douglas. |
| 7. These securities are held directly by the Irrevocable Descendants' Trust FBO Amanda Anne Douglas and indirectly by Kevin Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the Irrevocable Descendants' Trust FBO Amanda Anne Douglas. |
| 8. These securities are held directly by the Irrevocable Descendants' Trust FBO Jake Edward Douglas and indirectly by Kevin Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the Irrevocable Descendants' Trust FBO Jake Edward Douglas. |
| 9. These securities are held directly by the Irrevocable Descendants' Trust FBO Summer Jean Douglas and indirectly by Kevin Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the Irrevocable Descendants' Trust FBO Summer Jean Douglas. |
| 10. Includes 923,645 shares held directly by James E. Douglas, III and 440,000 shares held by the Nonexempt Trust FBO James E. Douglas, III (of which James E. Douglas III is the trustee), and indirectly by Kevin Douglas. |
| 11. These securities are held directly by Celtic Financial, LLC and indirectly by Kevin Douglas. |
| 12. On June 13, 2024, the Douglas Family Trust, distributed, pursuant to the terms thereof, 440,000 shares to the Nonexempt Trust FBO Kevin G. Douglas and 440,000 shares to the Nonexempt Trust FBO James E. Douglas, III, which trusts were established under the agreement for the Douglas Family Trust. Such distributions by the Douglas Family Trust and acquisitions by the Nonexempt Trust FBO Kevin G. Douglas and the Nonexempt Trust FBO James E. Douglas, III were exempt under Rule 16a-13. Kevin Douglas was the beneficial owner of the shares distributed both before and after the transaction. |
| 13. These securities are held directly by the Douglas Family Trust and indirectly by Kevin Douglas. Kevin Douglas is the trustee of the Douglas Family Trust. |
| /s/ Eileen Wheatman, attorney in fact for Kevin Douglas | 06/17/2024 | |
| /s/ Eileen Wheatman, attorney in fact for Douglas Family Trust | 06/17/2024 | |
| /s/ Eileen Wheatman, attorney in fact for James E. Douglas III | 06/17/2024 | |
| /s/ Eileen Wheatman, attorney in fact for Celtic Financial, LLC | 06/17/2024 | |
| ** 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||