CECO ENVIRONMENTAL CORP — Director's Dealing 2016

Dec 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CECO ENVIRONMENTAL CORP (CECE)
CIK: 0000003197
Period of Report: 2016-12-08

Reporting Person: DEZWIREK JASON (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-08	Common Stock	X	250000	$9.07	Acquired	2869906	Indirect
2016-12-08	Common Stock	D	160360	$14.14	Disposed	2709546	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-08	Warrant (right to buy)	$9.07	X	250000	Disposed	2016-12-28	Common Stock (250000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1377974	Direct

Footnotes

F1: Filer is an officer of Icarus Investment Corp. ("Icarus") and disclaims beneficial ownership except to the extent of his pecuniary interest therein.

F2: On December 8, 2016, Icarus exercised in full a warrant to purchase 250,000 shares of common stock of CECO Environmental Corp. ("CECO") for $9.07 per share. Icarus paid the exercise price on a cashless basis pursuant to the terms of the warrant agreement governing the warrant, resulting in CECO's withholding of 160,360 of the warrant shares to pay the exercise price and issuing to Icarus the remaining 89,640 of the warrant shares. The payment of the exercise price of the warrant on a cashless basis was previously approved by the Compensation Committee of the Board of Directors of CECO for purposes of Rule 16b-3(e) under the Securities Exchange Act of 1934.