API Technologies (ATNY) Form 4 API Technologies / Eric F. Seeton 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^*

Seeton Eric F.

(Last) (First) (Middle)

103 HILL STREET

(Street)

SHREWSBURY MA 01545

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
API Technologies Corp. [ ATNY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2015

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 Stock(1)	09/08/2015		A		31,381	A	$0.00	31,381	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
Stock Option (Right to Buy)	$2.39	09/08/2015		A		100,000		(2)	09/08/2025	Common Stock	100,000	$2.39	100,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive, upon vesting, one share of API Technologies Corp. (the "Company") common stock. The restricted stock units shall vest and be paid on the earliest of (a) three years from the Effective Date following annual equal vesting, over the three year period; (b) the date the Company terminates Mr. Seeton other than for Cause, as defined in Mr. Seeton's employment agreement with the Company, effective September 8, 2015, filed as Exhibit 10.1 to the Company's Form 8-K filed September 14, 2015 (the "Employment Agreement"); or (c) the date on which Mr. Seeton resigns for Good Reason (as defined in the Employment Agreement).

2. The options shall vest and become fully exercisable on the earliest of (a) three years from the Effective Date following annual equal vesting, over the three year period; (b) the date the Company terminates Mr. Seeton other than for Cause, as defined in the Employment Agreement; or (c) the date on which Mr. Seeton resigns for Good Reason (as defined in the Employment Agreement).

Remarks:

	/s/ Eric F. Seeton	09/15/2015
	** 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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