- 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	5/1/2009		P4	200	A	$3.79	1846838	D ⁽²⁴⁾
Common Stock	5/6/2009		S4	16465	D	$3.90 ⁽¹⁾ ⁽²⁾	1830373	D ⁽²⁴⁾
Common Stock	5/7/2009		S4	16370	D	$4.42 ⁽²⁾ ⁽³⁾	1814003	D ⁽²⁴⁾
Common Stock	5/12/2009		P4	4000	A	$3.90 ⁽⁴⁾	1818003	D ⁽²⁴⁾
Common Stock	5/18/2009		P4	5000	A	$3.51 ⁽⁵⁾	1823003	D ⁽²⁴⁾
Common Stock	5/20/2009		S4	1476	D	$3.68 ⁽²⁾	1821527	D ⁽²⁴⁾
Common Stock	5/22/2009		S4	7500	D	$3.51 ⁽²⁾ ⁽⁶⁾	1814027	D ⁽²⁴⁾
Common Stock	5/26/2009		S4	1782	D	$3.50 ⁽²⁾	1812245	D ⁽²⁴⁾
Common Stock	5/27/2009		S4	1218	D	$3.50 ⁽²⁾	1811027	D ⁽²⁴⁾
Common Stock	5/28/2009		S4	1218	D	$3.50 ⁽²⁾	1809809	D ⁽²⁴⁾
Common Stock	5/29/2009		S4	2000	D	$3.48 ⁽²⁾ ⁽⁷⁾	1807809	D ⁽²⁴⁾
Common Stock	6/4/2009		S4	4500	D	$3.56 ⁽²⁾ ⁽⁸⁾	1803309	D ⁽²⁴⁾
Common Stock	6/5/2009		S4	8100	D	$3.64 ⁽²⁾ ⁽⁹⁾	1795209	D ⁽²⁴⁾
Common Stock	6/8/2009		S4	3534	D	$3.68 ⁽²⁾ ⁽¹⁰⁾	1791675	D ⁽²⁴⁾
Common Stock	6/9/2009		S4	400	D	$3.69 ⁽²⁾	1791275	D ⁽²⁴⁾
Common Stock	6/10/2009		S4	10000	D	$3.67 ⁽²⁾ ⁽¹¹⁾	1781275	D ⁽²⁴⁾
Common Stock	6/11/2009		S4	2364	D	$3.76 ⁽²⁾ ⁽¹²⁾	1778911	D ⁽²⁴⁾
Common Stock	6/12/2009		S4	2430	D	$3.61 ⁽²⁾ ⁽¹³⁾	1776481	D ⁽²⁴⁾
Common Stock	6/24/2009		S4	4406	D	$3.77 ⁽²⁾ ⁽¹⁴⁾	1772075	D ⁽²⁴⁾
Common Stock	6/26/2009		S4	19177	D	$3.84 ⁽²⁾ ⁽¹⁵⁾	1752898	D ⁽²⁴⁾
Common Stock	7/23/2009		S4	1750	D	$4.00 ⁽²⁾ ⁽¹⁶⁾	1751148	D ⁽²⁴⁾
Common Stock	8/11/2009		P4	20000	A	$2.71 ⁽¹⁷⁾	1771148	D ⁽²⁴⁾
Common Stock	8/12/2009		P4	25000	A	$2.69 ⁽¹⁸⁾	1796148	D ⁽²⁴⁾
Common Stock	9/17/2009		S4	15000	D	$3.95 ⁽²⁾ ⁽¹⁹⁾	1781148	D ⁽²⁴⁾
Common Stock	9/18/2009		S4	6500	D	$4.08 ⁽²⁾ ⁽²⁰⁾	1774648	D ⁽²⁴⁾
Common Stock	9/21/2009		S4	6700	D	$4.16 ⁽²⁾ ⁽²¹⁾	1767948	D ⁽²⁴⁾
Common Stock	9/22/2009		S4	9900	D	$4.19 ⁽²⁾ ⁽²²⁾	1758048	D ⁽²⁴⁾
Common Stock	9/23/2009		S4	314	D	$4.21 ⁽²⁾	1757734	D ⁽²⁴⁾
Common Stock	10/1/2009		P4	200	A	$3.89	1757934	D ⁽²⁴⁾
Common Stock	10/8/2009		S4	2961	D	$4.15 ⁽²⁾ ⁽²³⁾	1754973	D ⁽²⁴⁾

*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)

Explanation of Responses:
( 1)	The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.77 to $4.08, 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 sold or purchased, as applicable, at each separate price within the ranges set forth in footnote 1 and footnotes 3 through 22 in this Form 5.
( 2)	In connection with this transaction, Icarus Investment Corp. has voluntarily remitted appropriate profits to CECO Environmental Corp., pursuant to Section 16(b) of the Securities Exchange Act of 1934.
( 3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.11 to $4.51, inclusive.
( 4)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.83 to $4.18, inclusive.
( 5)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.50 to $3.55, inclusive.
( 6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.50 to $3.53, inclusive.
( 7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.45 to $3.50, inclusive.
( 8)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.54 to $3.60, inclusive.
( 9)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.58 to $3.70, inclusive.
( 10)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.67 to $3.69, inclusive.
( 11)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.52 to $3.78, inclusive.
( 12)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.75 to $3.79, inclusive.
( 13)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.60 to $3.75, inclusive.
( 14)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.75 to $3.87, inclusive.
( 15)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.80 to $3.99, inclusive.
( 16)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.00 to $4.04, inclusive.
( 17)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.68 to $2.74, inclusive.
( 18)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.68 to $2.70, inclusive.
( 19)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.90 to $4.00, inclusive.
( 20)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.01 to $4.13, inclusive.
( 21)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.15 to $4.18, inclusive.
( 22)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.17 to $4.21, inclusive.
( 23)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.14 to $4.17, inclusive.
( 24)	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.

Remarks:
3 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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