CECO ENVIRONMENTAL CORP — Director's Dealing 2011

May 31, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: CECO ENVIRONMENTAL CORP (CECE)
CIK: 0000003197
Period of Report: 2010-12-31

Reporting Person: Icarus Investment Corp. (10% Owner)
Reporting Person: DEZWIREK JASON (Director, Secretary, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-09	Common Stock	S	113	$4.17	Disposed	1754860	Direct
2009-10-12	Common Stock	S	926	$4.19	Disposed	1753934	Direct
2009-10-14	Common Stock	S	5786	$4.20	Disposed	1748148	Direct
2009-10-15	Common Stock	S	5000	$4.19	Disposed	1743148	Direct
2009-10-19	Common Stock	S	2000	$4.23	Disposed	1741148	Direct
2009-10-20	Common Stock	S	2000	$4.23	Disposed	1739148	Direct
2009-10-22	Common Stock	S	2000	$4.05	Disposed	1737148	Direct
2009-11-04	Common Stock	P	25390	$3.30	Acquired	1762538	Direct
2009-11-05	Common Stock	P	4800	$3.56	Acquired	1767338	Direct
2009-11-06	Common Stock	P	8050	$3.52	Acquired	1775388	Direct
2009-11-09	Common Stock	P	8000	$3.76	Acquired	1783388	Direct
2009-11-16	Common Stock	P	3000	$3.80	Acquired	1786388	Direct
2009-11-19	Common Stock	P	5000	$3.77	Acquired	1791388	Direct
2009-11-20	Common Stock	P	500	$3.88	Acquired	1791888	Direct
2009-11-23	Common Stock	P	3500	$3.75	Acquired	1795388	Direct
2009-11-27	Common Stock	P	969	$4.10	Acquired	1796357	Direct
2009-11-30	Common Stock	P	1500	$4.18	Acquired	1797857	Direct
2009-12-03	Common Stock	P	3500	$4.10	Acquired	1801357	Direct
2009-12-04	Common Stock	P	2000	$4.09	Acquired	1803357	Direct
2009-12-08	Common Stock	P	1429	$4.13	Acquired	1804786	Direct
2009-12-09	Common Stock	S	2000	$4.20	Disposed	1802786	Direct
2009-12-11	Common Stock	P	500	$4.14	Acquired	1803286	Direct
2009-12-15	Common Stock	P	1000	$4.00	Acquired	1804286	Direct
2009-12-16	Common Stock	P	4000	$4.13	Acquired	1808286	Direct
2009-12-17	Common Stock	P	100	$4.10	Acquired	1808386	Direct
2009-12-18	Common Stock	P	1600	$4.04	Acquired	1809986	Direct
2009-12-21	Common Stock	P	2000	$4.03	Acquired	1811986	Direct
2009-12-22	Common Stock	P	200	$4.00	Acquired	1812186	Direct
2009-12-23	Common Stock	P	1050	$3.99	Acquired	1813236	Direct
2009-12-28	Common Stock	P	250	$3.95	Acquired	1813486	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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.

F11: 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.

F12: 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.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

F17: 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.

F18: 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.

F19: 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.