| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
IMAX CORP [ IMAX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/07/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 (opening balance) | 23,618 | D | ||||||||
| common shares | 03/07/2024 | M | 2,276(1) | A | $0.00 | 25,894 | D | |||
| common shares | 03/07/2024 | M | 3,711(1) | A | $0.00 | 29,605 | D | |||
| common shares | 03/07/2024 | M | 2,680(1) | A | $0.00 | 32,285 | D | |||
| common shares | 03/07/2024 | F | 4,075(2) | D | $16.8 | 28,210 | D | |||
| common shares | 03/07/2024 | A | 3,979(3) | A | $0.00 | 32,189 | D | |||
| common shares | 03/07/2024 | F | 1,871(4) | D | $16.8 | 30,318 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| restricted share units(5) | $0.00(6) | 03/07/2024 | M | 2,276(1) | (7) | (7) | common shares | 2,276 | $0.00(6) | 0(11) | D | ||||
| restricted share units(5) | $0.00(6) | 03/07/2024 | M | 3,711(1) | (8) | (8) | common shares | 3,711 | $0.00(6) | 3,711(11) | D | ||||
| restricted share units(5) | $0.00(6) | 03/07/2024 | M | 2,680(1) | (9) | (9) | common shares | 2,680 | $0.00(6) | 5,362(11) | D | ||||
| restricted share units(5) | $0.00(6) | 03/07/2024 | A | 13,337 | (10) | (10) | common shares | 13,337 | $0.00(6) | 13,337(11) | D | ||||
| Explanation of Responses: |
| 1. Represents the conversion upon vesting of restricted share units into common shares. |
| 2. Mr. Dolci 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, 2021. The shares earned are based on the level of achievement on the EBITDA performance conditions over the three year performance period. |
| 4. Mr. Dolci 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 three installments: 2,274 on each of March 7, 2022 and March 7, 2023 and 2,276 on March 7, 2024. |
| 8. 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. |
| 9. The restricted share units vest and will be converted to common shares in three installments: 2,680 on each of March 7, 2024 and March 7, 2025 and 2,682 on March 7, 2026. |
| 10. The restricted share units vest and will be converted to common shares in three installments: 4,445 on March 7, 2025 and 4,446 on each of March 7, 2026 and March 7, 2027. |
| 11. This represents the number of restricted share units for this transaction only. Mr. Dolci's aggregate remaining outstanding options, restricted share unit and common share balances following these transactions will be 6,188, 22,410 and 30,318, respectively. |
| Remarks: |
| /s/ Kenneth I. Weissman (attorney-in-fact for Giovanni M. Dolci) | 03/11/2024 | |
| ** 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. | ||
| 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. | ||
