Robert D Lister Form 4 IMAX / ROBERT D LISTER 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^*

LISTER ROBERT D

(Last)

(First)

(Middle)

902 BROADWAY

20TH FLOOR

(Street)

NEW YORK

10010-6002

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Legal & Sr Exec VP

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2023

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)
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 shares (opening balance)								92,804	D
common shares	03/07/2023		M		11,674⁽¹⁾	A	$0.00	104,478	D
common shares	03/07/2023		M		23,586⁽¹⁾	A	$0.00	128,064	D
common shares	03/07/2023		M		7,055⁽¹⁾	A	$0.00	135,119	D
common shares	03/07/2023		M		14,733⁽¹⁾	A	$0.00	149,852	D
common shares	03/07/2023		M		11,957⁽¹⁾	A	$0.00	161,809	D
common shares	03/07/2023		F		38,163⁽²⁾	D	$18.43	123,646	D
common shares	03/07/2023		A		24,764⁽³⁾	A	$0.00	148,410	D
common shares	03/07/2023		F		13,792⁽⁴⁾	D	$18.43	134,618	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)
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)
restricted share units⁽⁵⁾	$0.00⁽⁶⁾	03/07/2023		M			11,674⁽¹⁾	⁽⁷⁾	⁽⁷⁾	common shares	11,674	$0.00⁽⁶⁾	0⁽¹³⁾	D
restricted share units⁽⁵⁾	$0.00⁽⁶⁾	03/07/2023		M			23,586⁽¹⁾	⁽⁸⁾	⁽⁸⁾	common shares	23,586	$0.00⁽⁶⁾	0⁽¹³⁾	D
restricted share units⁽⁵⁾	$0.00⁽⁶⁾	03/07/2023		M			7,055⁽¹⁾	⁽⁹⁾	⁽⁹⁾	common shares	7,055	$0.00⁽⁶⁾	0⁽¹³⁾	D
restricted share units⁽⁵⁾	$0.00⁽⁶⁾	03/07/2023		M			14,733⁽¹⁾	⁽¹⁰⁾	⁽¹⁰⁾	common shares	14,733	$0.00⁽⁶⁾	14,733⁽¹³⁾	D
restricted share units⁽⁵⁾	$0.00⁽⁶⁾	03/07/2023		M			11,957⁽¹⁾	⁽¹¹⁾	⁽¹¹⁾	common shares	11,957	$0.00⁽⁶⁾	23,916⁽¹³⁾	D
restricted share units⁽⁵⁾	$0.00⁽⁶⁾	03/07/2023		A		38,873		⁽¹²⁾	⁽¹²⁾	common shares	38,873	$0.00⁽⁶⁾	38,873⁽¹³⁾	D

Explanation of Responses:

1. Represents the conversion upon vesting of restricted share units into common shares.

2. Mr. Lister is reporting the withholding of common shares by IMAX Corporation to satisfy the tax withholding obligations in connection with the delivery of common shares upon conversion of the restricted share unit transactions.

3. Represents the conversion of vested performance stock units into common shares granted by the Company on March 7, 2020. The shares earned are based on the level of achievement on the EBITDA performance conditions over the three year performance period.

4. Mr. Lister is reporting the withholding of common shares by IMAX Corporation to satisfy the tax withholding obligations in connection with the delivery of common shares upon conversion of the performance share unit transactions.

5. Each restricted share unit represents a contingent right to receive one common share of IMAX Corporation.

6. Each restricted share unit is the economic equivalent of one common share of IMAX Corporation.

7. The restricted share units vest and will be converted to common shares in four installments: 11,671 on each of March 7, 2020, March 7, 2021 and March 7, 2022 and 11,674 on March 7, 2023.

8. The restricted share units vest and will be converted to common shares in three installments: 23,584 on each of March 7, 2021 and March 7, 2022 and 23,586 on March 7, 2023.

9. The restricted share units vest and will be converted to common shares in two equal installments on each of the first two anniversaries of the grant date.

10. The restricted share units vest and will be converted to common shares in three equal installments on each of the first three anniversaries of the grant date.

11. The restricted share units vest and will be converted to common shares in three installments: 11,957 on each of March 7, 2023 and March 7, 2024 and 11,959 on March 7, 2025.

12. The restricted share units vest and will be converted to common shares in three installments: 12,957 on each of March 7, 2024 and March 7, 2025 and 13,406 March 7, 2026.

13. This represents the number of restricted share units for this transaction only. Mr. Lister's aggregate remaining outstanding option, restricted share unit and common share balances following these transactions will be 145,962, 77,522 and 134,618, respectively. The number of outstanding options reflects the expiration of options to purchase 54,805 common shares on March 7, 2023. Mr. Lister did not receive any value in connection with such expiration; therefore, such expiration is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, under Rule 16b-6(d).

Remarks:

	/s/ Kenneth I. Weissman (attorney-in-fact for Robert D. Lister)	03/13/2023
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Robert D Lister Form 4IMAX / ROBERT D LISTER ownership change