- Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Icarus Investment Corp.	2. Issuer Name and Ticker or Trading Symbol CECO ENVIRONMENTAL CORP [CECE]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 2300 YONGE STREET, SUITE 1710	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2010
(Street) TORONTO, A6 M4P 1E4 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form Filed by One Reporting Person _ X _ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	3/3/2010		P4	2500	A	$3.52 ⁽¹⁾	1951042	D ⁽²¹⁾
Common Stock	3/30/2010		P4	36000	A	$3.58 ⁽²⁾	1987042	D ⁽²¹⁾
Common Stock	5/13/2010		P4	2000	A	$5.25 ⁽³⁾	1989042	D ⁽²¹⁾
Common Stock	5/18/2010		P4	13878	A	$4.81 ⁽⁴⁾	2002920	D ⁽²¹⁾
Common Stock	5/25/2010		P4	1000	A	$4.84	2003920	D ⁽²¹⁾
Common Stock	5/26/2010		P4	30300	A	$5.05 ⁽⁵⁾	2034220	D ⁽²¹⁾
Common Stock	5/28/2010		P4	2000	A	$5.02 ⁽⁶⁾	2036220	D ⁽²¹⁾
Common Stock	6/9/2010		P4	5200	A	$4.66 ⁽⁷⁾	2041420	D ⁽²¹⁾
Common Stock	6/17/2010		P4	2100	A	$5.05 ⁽⁸⁾	2043520	D ⁽²¹⁾
Common Stock	6/18/2010		P4	1000	A	$5.06	2044520	D ⁽²¹⁾
Common Stock	6/21/2010		P4	1000	A	$5.08	2045520	D ⁽²¹⁾
Common Stock	6/22/2010		P4	8500	A	$4.90 ⁽⁹⁾	2054020	D ⁽²¹⁾
Common Stock	6/23/2010		P4	18535	A	$4.73 ⁽¹⁰⁾	2072555	D ⁽²¹⁾
Common Stock	6/24/2010		P4	4151	A	$4.76 ⁽¹¹⁾	2076706	D ⁽²¹⁾
Common Stock	6/28/2010		P4	23823	A	$5.05 ⁽¹²⁾	2100529	D ⁽²¹⁾
Common Stock	6/29/2010		P4	9000	A	$4.68 ⁽¹³⁾	2109529	D ⁽²¹⁾
Common Stock	6/30/2010		P4	5900	A	$4.70 ⁽¹⁴⁾	2115429	D ⁽²¹⁾
Common Stock	7/1/2010		P4	500	A	$4.65	2115929	D ⁽²¹⁾
Common Stock	7/6/2010		P4	800	A	$4.87 ⁽¹⁵⁾	2116729	D ⁽²¹⁾
Common Stock	7/7/2010		P4	800	A	$4.87 ⁽¹⁶⁾	2117529	D ⁽²¹⁾
Common Stock	7/9/2010		P4	1000	A	$5.13 ⁽¹⁷⁾	2118529	D ⁽²¹⁾
Common Stock	7/14/2010		P4	16800	A	$5.05 ⁽¹⁸⁾	2135329	D ⁽²¹⁾
Common Stock	7/21/2010		P4	14500	A	$5.05	2149829	D ⁽²¹⁾
Common Stock	12/21/2010		P4	13000	A	$5.34 ⁽¹⁹⁾	2162829	D ⁽²¹⁾
Common Stock	12/22/2010		P4	3000	A	$5.24 ⁽²⁰⁾	2165829	D ⁽²¹⁾
Common Stock							1161770	D ⁽²²⁾

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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/YYYY)		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 at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$9.07						12/28/2006	12/28/2016	Common Stock	250000		250000	D ⁽²¹⁾
6% Convertible Debenture (right to buy)	$4.00						11/26/2009	11/26/2014	Common Stock	550000		550000	D ⁽²¹⁾
6% Convertible Debenture (right to buy)	$4.00						11/26/2009	11/26/2014	Common Stock	200000		200000	D ⁽²²⁾

Explanation of Responses:
( 1)	The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.49 to $3.58, inclusive. The reporting person undertakes to provide to CECO Environmental Corp., any security holder of CECO Environmental Corp., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes 1 through 20 in this Form 5.
( 2)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.55 to $3.61, inclusive.
( 3)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.21 to $5.30, inclusive.
( 4)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.65 to $5.14, inclusive.
( 5)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.99 to $5.26, inclusive.
( 6)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.97 to $5.10, inclusive.
( 7)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.60 to $4.79, inclusive.
( 8)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.00 to $5.06, inclusive.
( 9)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.89 to $4.90, inclusive.
( 10)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.67 to $4.85, inclusive.
( 11)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.65 to $4.85, inclusive
( 12)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.92 to $5.17, inclusive.
( 13)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.65 to $4.71, inclusive.
( 14)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.66 to $4.73, inclusive.
( 15)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.81 to $4.89, inclusive.
( 16)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.81 to $4.89, inclusive.
( 17)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.11 to $5.14, inclusive.
( 18)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.01 to $5.10, inclusive.
( 19)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.33 to $5.36, inclusive.
( 20)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.21 to $5.25, inclusive.
( 21)	These securities are owned directly by Icarus Investment Corp., a ten percent owner of the issuer, and indirectly by Jason DeZwirek as an officer of the corporation. Jason DeZwirek is a director, officer (secretary), and ten percent owner of the issuer.
( 22)	These securities are owned solely by Jason DeZwirek.

Remarks:
6 of 6

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Icarus Investment Corp. 2300 YONGE STREET, SUITE 1710 TORONTO, A6 M4P 1E4		X
DEZWIREK JASON 2300 YONGE STREET, SUITE 1710 TORONTO, A6 M4P 1E4	X	X	Secretary

Signatures
/s/ Phillip DeZwirek, President of Icarus Investment Corp.		5/31/2011
^** Signature of Reporting Person		Date
/s/ Jason DeZwirek		5/31/2011
^** 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.
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