SEC FORM 4 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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
DOUGLAS KEVIN

(Last) (First) (Middle)
125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)
LARKSPUR CA 94939

(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)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
13(d)(3) group
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 3,939,603 D(1)(2)(6)(7)
Common Stock 2,584,441 I(2)(3) By James Douglas and Jean Douglas Irrevocable Descendants' Trust
Common Stock 11/14/2018 J 200,000 D (9) 1,251,989 I(2)(4) By Douglas Family Trust
Common Stock 923,645 I(2)(5) By James E. Douglas III
Common Stock 11/14/2018 J 200,000 A (9) 200,000 I(2)(8) By Celtic Financial, LLC
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
1. Name and Address of Reporting Person*
DOUGLAS KEVIN

(Last) (First) (Middle)
125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)
LARKSPUR CA 94939

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JAMES & JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST

(Last) (First) (Middle)
125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)
LARKSPUR 94939

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DOUGLAS FAMILY TRUST

(Last) (First) (Middle)
125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)
LARKSPUR CA 94939

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DOUGLAS JAMES E III

(Last) (First) (Middle)
125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)
LARKSPUR CA 94939

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CELTIC FINANCIAL LLC

(Last) (First) (Middle)
125 E. SIR FRANCIS DRAKE BLVD., STE 400

(Street)
LARKSPUR CA 94939

(City) (State) (Zip)
Explanation of Responses:
1. These securities are held directly and jointly by Kevin Douglas and his wife, Michelle Douglas.
2. Each of the reporting persons hereunder (individually, a "Reporting Person" and collectively the "Reporting Persons") may be deemed a member of a "group" within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or Rule 13d-5 promulgated under the Exchange Act, with one or more of the other Reporting Persons. Although the Reporting Persons are reporting such securities as if they were members of a "group", the filing of this Form 4 shall not be deemed an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting Person.
3. These securities are held directly by the James Douglas and Jean Douglas Irrevocable Descendants' Trust and indirectly by Kevin Douglas. Kevin Douglas and Michelle Douglas, husband and wife, are each a co-trustee of the James Douglas and Jean Douglas Irrevocable Descendants' Trust
4. These securities are held directly by the Douglas Family Trust and indirectly by Kevin Douglas. James E. Douglas and Jean A. Douglas, husband and wife, are each a co-trustee of the Douglas Family Trust.
5. These securities are held directly by James E. Douglas III and indirectly by Kevin Douglas.
6. Includes 62,652 shares held by an intentionally defective grantor trust (the "KGD IDGT"). Kevin Douglas, as the settlor of the KGD IDGT, has the right to substitute property of equivalent value in return for the shares held by the KGD IDGT and may be deemed to have shared voting and dispositive power over the shares held by the KGD IDGT.
7. Includes 62,652 shares held by an intentionally defective grantor trust (the "MMD IDGT"). Michelle Douglas, as the settlor of the MMD IDGT, has the right to substitute property of equivalent value in return for the shares held by the MMD IDGT and may be deemed to have shared voting and dispositive power over the shares held by the MMD IDGT.
8. These securities are held directly by Celtic Financial, LLC and indirectly by Kevin Douglas.
9. The Douglas Family Trust (controlled by the Reporting Person) transferred 200,000 shares to Celtic Financial, LLC (controlled by the Reporting Person). This transaction was exempt under Rule 16a-13 as a change in form of beneficial ownership.
Remarks:
/s/ Eileen Wheatman, attorney in fact for Kevin Douglas 11/15/2018
/s/ Eileen Wheatman, attorney in fact for Douglas Family Trust 11/15/2018
/s/ Eileen Wheatman, attorney in fact for James Douglas and Jean Douglas Irrevocable Descendants' Trust 11/15/2018
/s/ Eileen Wheatman, attorney in fact for James E. Douglas III 11/15/2018
/s/ Eileen Wheatman, attorney in fact for Celtic Financial, LLC 11/15/2018
** 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.
                         LIMITED POWER OF ATTORNEY FOR
       REPORTING OBLIGATIONS UNDER SECTION 16 OF THE SECURITIES EXCHANGE ACT
                                    OF 1934

       The undersigned hereby make, constitute and appoint each of Eileen
Davis-Wheatman and Kevin Douglas, acting either individually or together, as
each of the undersigned's true and lawful attorneys-in- fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of each of the undersigned to:

       (1)prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5
(including any amendments thereto) with respect to the securities of IMAX
Corporation, a corporation formed under the laws of  Canada (the "Company"),
with the U.S. Securities and Exchange Commission, any national securities
exchanges and the Company, as considered necessary or advisable under Section 16
of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations promulgated thereunder;

       (2)seek or obtain, as each of the undersigned's representative and on
each of the undersigned's behalf, information on transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, in connection with the foregoing, and the
undersigned hereby authorizes any such person to release any such information to
any of the attorneys-in-fact and approve and ratify any such release of
information; and

       (3)perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

       The undersigned acknowledge that:

       (1)this Limited Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in his or her discretion on information provided to
such attorney-in-fact without independent verification of such information;

       (2)any documents prepared and/or executed by any such attorney-in-fact
on behalf of the undersigned pursuant to this Limited Power of Attorney will be
in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

       (3)none of such attorneys-in-fact assumes (i) any liability for any
responsibility of the undersigned to comply with the requirements of the
Exchange Act, or (ii) any liability of the undersigned for any failure to comply
with such requirements; and

       (4)this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the obligations of the undersigned under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.

        The undersigned hereby give and grant each of the foregoing attorneys-
in-fact full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary, appropriate or desirable to be done in and
about the foregoing matters as fully to all intents and purposes as the
undersigned might or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Limited Power of Attorney.

        This Limited Power of Attorney shall remain in full force and effect
until the undersigned are no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to each such attorney-in-fact.

        The undersigned have caused this Limited Power of Attorney to be
executed as of this 15th day of November, 2018.


                                        KEVIN DOUGLAS
                                        /s/ Kevin Douglas
                                        ----------------------------------------

                                         MICHELLE DOUGLAS
                                        /s/ Michelle Douglas
                                        ----------------------------------------


                                        JAMES E. DOUGLAS, III
                                        /s/ James E. Douglas III
                                        ---------------------------------------


                                        K&M DOUGLAS TRUST


                                        /s/ Kevin Douglas
                                        ---------------------------------------
                                        By:     Kevin Douglas
                                        Title:  Trustee


                                        /s/ Michelle Douglas
                                        ---------------------------------------
                                        By:     Michelle Douglas
                                        Title:  Trustee


                                        DOUGLAS FAMILY TRUST


                                        /s/ James E. Douglas, Jr.
                                        ---------------------------------------
                                        By:     James E. Douglas, Jr.
                                        Title:  Trustee


                                        /s/ Jean A. Douglas
                                        ---------------------------------------
                                        By:     Jean A. Douglas
                                        Title:  Trustee


                                        JAMES DOUGLAS AND JEAN DOUGLAS
                                        IRREVOCABLE DESCENDANTS' TRUST


                                        /s/ Kevin Douglas
                                        ---------------------------------------
                                        By:     Kevin Douglas
                                        Title:  Trustee


                                        /s/ Michelle Douglas
                                        ---------------------------------------
                                        By:     Michelle Douglas
                                        Title:  Trustee


                                        CELTIC FINANCIAL, LLC


                                        /s/ Kevin Douglas
                                        ---------------------------------------
                                        By:     Kevin Douglas
                                        Title:  Manager