Edgar Filing: CECO ENVIRONMENTAL CORP

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL 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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1. Name and Address of Reporting Person ^*

Icarus Investment Corp.

2. Issuer Name and Ticker or Trading Symbol
CECO ENVIRONMENTAL CORP [CECE]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2300 YONGE STREET, SUITE 1710

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010

(Street)

TORONTO,Â A6Â M4P 1E4

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Reporting
(check applicable line)
___ Form Filed by One Reporting Person
_X_ Form Filed by More than One Reporting Person

(City)

(State)

(Zip)

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/09/2009	Â	S4	113	D	$ 4.17 ⁽¹⁾	1,754,860	D ⁽¹⁹⁾	Â
Common Stock	10/12/2009	Â	S4	926	D	$ 4.19 ⁽¹⁾	1,753,934	D ⁽¹⁹⁾	Â
Common Stock	10/14/2009	Â	S4	5,786	D	$ 4.2 ⁽¹⁾	1,748,148	D ⁽¹⁹⁾	Â
Common Stock	10/15/2009	Â	S4	5,000	D	$ 4.19 ⁽¹⁾ ⁽²⁾	1,743,148	D ⁽¹⁹⁾	Â
Common Stock	10/19/2009	Â	S4	2,000	D	$ 4.23 ⁽¹⁾	1,741,148	D ⁽¹⁹⁾	Â
Common Stock	10/20/2009	Â	S4	2,000	D	$ 4.23 ⁽¹⁾	1,739,148	D ⁽¹⁹⁾	Â
Common Stock	10/22/2009	Â	S4	2,000	D	$ 4.05 ⁽¹⁾	1,737,148	D ⁽¹⁹⁾	Â
Common Stock	11/04/2009	Â	P4	25,390	A	$ 3.3 ⁽³⁾	1,762,538	D ⁽¹⁹⁾	Â
Common Stock	11/05/2009	Â	P4	4,800	A	$ 3.56 ⁽⁴⁾	1,767,338	D ⁽¹⁹⁾	Â
Common Stock	11/06/2009	Â	P4	8,050	A	$ 3.52 ⁽⁵⁾	1,775,388	D ⁽¹⁹⁾	Â
Common Stock	11/09/2009	Â	P4	8,000	A	$ 3.76 ⁽⁶⁾	1,783,388	D ⁽¹⁹⁾	Â
Common Stock	11/16/2009	Â	P4	3,000	A	$ 3.8 ⁽⁷⁾	1,786,388	D ⁽¹⁹⁾	Â
Common Stock	11/19/2009	Â	P4	5,000	A	$ 3.77 ⁽⁸⁾	1,791,388	D ⁽¹⁹⁾	Â
Common Stock	11/20/2009	Â	P4	500	A	$ 3.88 ⁽⁹⁾	1,791,888	D ⁽¹⁹⁾	Â
Common Stock	11/23/2009	Â	P4	3,500	A	$ 3.75	1,795,388	D ⁽¹⁹⁾	Â
Common Stock	11/27/2009	Â	P4	969	A	$ 4.1	1,796,357	D ⁽¹⁹⁾	Â
Common Stock	11/30/2009	Â	P4	1,500	A	$ 4.18 ⁽¹⁰⁾	1,797,857	D ⁽¹⁹⁾	Â
Common Stock	12/03/2009	Â	P4	3,500	A	$ 4.1 ⁽¹¹⁾	1,801,357	D ⁽¹⁹⁾	Â
Common Stock	12/04/2009	Â	P4	2,000	A	$ 4.09 ⁽¹²⁾	1,803,357	D ⁽¹⁹⁾	Â
Common Stock	12/08/2009	Â	P4	1,429	A	$ 4.13 ⁽¹³⁾	1,804,786	D ⁽¹⁹⁾	Â
Common Stock	12/09/2009	Â	S4	2,000	D	$ 4.2 ⁽¹⁾	1,802,786	D ⁽¹⁹⁾	Â
Common Stock	12/11/2009	Â	P4	500	A	$ 4.14	1,803,286	D ⁽¹⁹⁾	Â
Common Stock	12/15/2009	Â	P4	1,000	A	$ 4 ⁽¹⁴⁾	1,804,286	D ⁽¹⁹⁾	Â
Common Stock	12/16/2009	Â	P4	4,000	A	$ 4.13 ⁽¹⁵⁾	1,808,286	D ⁽¹⁹⁾	Â
Common Stock	12/17/2009	Â	P4	100	A	$ 4.1	1,808,386	D ⁽¹⁹⁾	Â
Common Stock	12/18/2009	Â	P4	1,600	A	$ 4.04 ⁽¹⁶⁾	1,809,986	D ⁽¹⁹⁾	Â
Common Stock	12/21/2009	Â	P4	2,000	A	$ 4.03 ⁽¹⁷⁾	1,811,986	D ⁽¹⁹⁾	Â
Common Stock	12/22/2009	Â	P4	200	A	$ 4	1,812,186	D ⁽¹⁹⁾	Â
Common Stock	12/23/2009	Â	P4	1,050	A	$ 3.99 ⁽¹⁸⁾	1,813,236	D ⁽¹⁹⁾	Â
Common Stock	12/28/2009	Â	P4	250	A	$ 3.95	1,813,486	D ⁽¹⁹⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Icarus Investment Corp. 2300 YONGE STREET, SUITE 1710 TORONTO,Â A6Â M4P 1E4	Â	Â X	Â	Â
DEZWIREK JASON 2300 YONGE STREET, SUITE 1710 TORONTO,Â A6Â M4P 1E4	Â X	Â X	Â Secretary	Â

Signatures

/s/ Phillip DeZwirek, President of Icarus Investment Corp.		05/31/2011
^**Signature of Reporting Person		Date
/s/ Jason DeZwirek		05/31/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	In connection with this transaction, Incarus Investment Corp. has voluntarily remitted appropriate profits to CECO Environmental Corp., pursuant to Section 16(b) of the Securities Exchange Act of 1934.
(2)	The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.18 to $4.21, inclusive. The reporting person undertakes to provide to CECO Environmental Corp., any security holder of CECO Environmental Corp., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold or purchased, as applicable, at each separate price within the ranges set forth in footnotes 2 through 18 in this Form 5.
(3)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.15 to $3.48, inclusive.
(4)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.45 to $3.64, inclusive.
(5)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.43 to $3.59, inclusive.
(6)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.73 to $4.05, inclusive.
(7)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.71 to $3.90, inclusive.
(8)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.76 to $3.77, inclusive.
(9)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.88 to $3.90, inclusive.
(10)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.10 to $4.25, inclusive.
(11)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.07 to $4.20, inclusive.
(12)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.08 to $4.09, inclusive.
(13)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.05 to $4.16, inclusive.
(14)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.99 to $4.00, inclusive.
(15)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.10 to $4.15, inclusive.
(16)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.01 to $4.05, inclusive.
(17)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.99 to $4.11, inclusive.
(18)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.95 to $4.01, inclusive.
(19)	These securities are owned directly by Icarus Investment Corp., a ten percent owner of the issuer, and indirectly by Jason DeZwirek as an officer of the corporation. Jason DeZwirek is a director, officer (secretary), and ten percent owner of the issuer.
Â Remarks: 4Â ofÂ 6

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