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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| restricted share units (5) | $ 0 (6) | 03/07/2024 | M | 14,733 (1) | (7) | (7) | common shares | 14,733 | $ 0 (6) | 0 (10) | D | ||||
| restricted share units (5) | $ 0 (6) | 03/07/2024 | M | 11,957 (1) | (8) | (8) | common shares | 11,957 | $ 0 (6) | 11,959 (10) | D | ||||
| restricted share units (5) | $ 0 (6) | 03/07/2024 | M | 12,957 (1) | (9) | (9) | common shares | 12,957 | $ 0 (6) | 25,916 (10) | D | ||||
| restricted share units (5) | $ 0 (6) | 03/07/2024 | A | 42,975 | (7) | (7) | common shares | 42,975 | $ 0 (6) | 42,975 (10) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LISTER ROBERT D 902 BROADWAY 20TH FLOOR NEW YORK, NY 10010-6002 |
Chief Legal & Sr Exec VP | |||
| /s/ Kenneth I. Weissman (attorney-in-fact for Robert D. Lister) | 03/11/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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, 2021. 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 three equal installments on each of the first three anniversaries of the grant date. |
| (8) | 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. |
| (9) | 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 12,959 March 7, 2026. |
| (10) | 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 106,053, 80,850 and 163,889, respectively. The number of outstanding options reflects the expiration of options to purchase 39,909 common shares on March 7, 2024. 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). |