Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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^*

DOUGLAS KEVIN

(Last)

(First)

(Middle)

300A DRAKES LANDING RD., STE 200

(Street)

GREENBRAE

CA

94904

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IMAX CORP [ IMAX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			13(d)(3) group

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	06/07/2024		A		7,856⁽¹⁴⁾	A	$0.00	3,983,092	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock								880,000	I⁽²⁾⁽¹³⁾	By Douglas Family Trust
Common Stock								923,645	I⁽²⁾⁽⁹⁾	By James E. Douglas, III
Common Stock								646,111	I⁽²⁾⁽⁵⁾⁽¹¹⁾⁽¹²⁾	By Irrevocable Descendants' Trust FBO Alexander James Douglas
Common Stock								646,110	I⁽²⁾⁽⁶⁾⁽¹¹⁾⁽¹²⁾	By Irrevocable Descendants' Trust FBO Amanda Anne Douglas
Common Stock								646,110	I⁽²⁾⁽⁷⁾⁽¹¹⁾⁽¹²⁾	By Irrevocable Descendants' Trust FBO Jake Edward Douglas
Common Stock								646,110	I⁽²⁾⁽⁸⁾⁽¹¹⁾⁽¹²⁾	By Irrevocable Descendants' Trust FBO Summer Jean Douglas
Common Stock								571,989	I⁽²⁾⁽¹⁰⁾	By Celtic Financial, LLC

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

DOUGLAS KEVIN

(Last)

(First)

(Middle)

300A DRAKES LANDING RD., STE 200

(Street)

GREENBRAE

CA

94904

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			13(d)(3) group

1. Name and Address of Reporting Person^*

DOUGLAS FAMILY TRUST

(Last)

(First)

(Middle)

300A DRAKES LANDING RD., STE 200

(Street)

GREENBRAE

CA

94904

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		13(d)(3) group

1. Name and Address of Reporting Person^*

DOUGLAS JAMES E III

(Last)

(First)

(Middle)

300A DRAKES LANDING RD., STE 200

(Street)

GREENBRAE

CA

94904

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		13(d)(3) group

1. Name and Address of Reporting Person^*

CELTIC FINANCIAL LLC

(Last)

(First)

(Middle)

300A DRAKES LANDING RD., STE 200

(Street)

GREENBRAE

CA

94904

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		13(d)(3) group

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 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.

6. 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.

7. 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.

8. 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.

9. These shares are held directly by James E. Douglas, III and indirectly by Kevin Douglas.

10. These securities are held directly by Celtic Financial, LLC and indirectly by Kevin Douglas.

11. Reflects the transfer on September 14, 2023 of 646,111 shares from the James Douglas and Jean Douglas Irrevocable Descendants' Trust, distributed, pursuant to the terms thereof, to the Irrevocable Descendants' Trust FBO Alexander James Douglas, 646,110 shares to the Irrevocable Descendants' Trust FBO Amanda Anne Douglas, 646,110 shares to the Irrevocable Descendants' Trust FBO Jake Edward Douglas, and 646,110 shares to the Irrevocable Descendants' Trust FBO Summer Jean Douglas, which trusts were established under the agreement for the James Douglas and Jean Douglas Irrevocable Descendants' Trust.

12. (Continued from footnote 11) Such distributions by the James Douglas and Jean Douglas Irrevocable Descendants' Trust and acquisitions by the Irrevocable Descendants' Trust FBO Alexander James Douglas, the Irrevocable Descendants' Trust FBO Amanda Anne Douglas, the Irrevocable Descendants' Trust FBO Jake Edward Douglas, and the Irrevocable Descendants' Trust FBO Summer Jean Douglas 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.

14. Restricted stock units granted to Kevin Douglas which were vested on the date of grant.

	/s/ Eileen Wheatman, attorney in fact for Kevin Douglas	06/10/2024
	/s/ Eileen Wheatman, attorney in fact for Douglas Family Trust	06/10/2024
	/s/ Eileen Wheatman, attorney in fact for James E. Douglas III	06/10/2024
	/s/ Eileen Wheatman, attorney in fact for Celtic Financial, LLC	06/10/2024
	** 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.
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