Celestica (CLS) Form 4 CELESTICA / Jason Phillips ownership change

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).

1. Name and Address of Reporting Person^*

Phillips Jason

(Last) (First) (Middle)

5140 YONGE STREET

SUITE 1900

(Street)

TORONTO A6 M2N 6L7

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CELESTICA INC [ CLS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2025

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	01/31/2025		M		19,361	A	$0	19,361	D
Common Shares	01/31/2025		F		8,510(1)	D	$127.54	10,851	D
Common Shares	01/31/2025		S		10,851	D	$127.54	0	D
Common Shares	02/01/2025		M		163,856	A	$0	163,856	D
Common Shares	02/01/2025		F		72,015(1)	D	$123.47	91,841	D
Common Shares	02/02/2025		M		7,383	A	$0	99,224	D
Common Shares	02/02/2025		F		3,245(1)	D	$123.47	95,979	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units	(2)	01/30/2025		A		163,856		02/01/2025	(3)	Common Shares	163,856	$0	163,856	D
Restricted Share Units	(4)	01/31/2025		M			19,361	(5)	(5)	Common Shares	19,361	$0	19,362	D
Performance Share Units	(2)	02/01/2025		M			163,856	02/01/2025	(3)	Common Shares	163,856	$0	0	D
Restricted Share Units	(4)	02/02/2025		M			7,383	(6)	(6)	Common Shares	7,383	$0	14,765	D

Explanation of Responses:

1. Shares withheld to satisfy tax withholding obligations arising out of the vesting of restricted share units ("RSUs") or performance share units ("PSUs"), as applicable.

2. Each PSU represents a contingent right to receive one common share or an equivalent value in cash at the holder's election.

3. Reflects PSUs deemed earned upon Human Resources and Compensation Committee certification of the achievement of pre-established performance parameters at 200% of the target. The common shares underlying these PSUs were issued to the reporting person on February 1, 2025.

4. Each RSU represents a contingent right to receive one common share or an equivalent value in cash at the holder's election.

5. On January 31, 2023, the reporting person was granted 58,085 RSUs, which vest ratably over a three-year period on each of the first and second anniversaries of the grant date and on December 1 following the second anniversary of the grant date.

6. On February 2, 2024, the reporting person was granted 22,148 RSUs, which vest ratably over a three-year period on each of the first and second anniversaries of the grant date and on December 1 following the second anniversary of the grant date.

	/s/ Tracy Connelly McGilley, attorney-in-fact	02/03/2025
	** 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).
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