SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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
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 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.
1. Name and Address of Reporting Person*
445327 ONTARIO INC
(Last) (First) (Middle)
C/O JOHN GUNNING
337 MAGNA DRIVE
(Street)
AURORA ONTARIO CANADA A6 9999999999
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MAGNA ENTERTAINMENT CORP [ MECA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003
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 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)
Amount (A) or (D) Price
Class A Subordinate Voting Stock 03/10/2000 C 5,246,085 A (6) 0 I Note (2)(2)
Class A Subordinate Voting Stock 03/10/2000 J 5,246,085 D (6) 0 I Note (2)(2)
Class A Subordinate Voting Stock 12/30/2002 C 4,362,328 A (6) 0 I Note (3)(3)
Class A Subordinate Voting Stock 12/30/2002 C 18,348 A (6) 4,380,676 I Note (4)(4)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Stock $0 03/10/2000 C 63,712,141 03/10/2000 (6) Class A Subordinate Voting Stock 63,712,141 (6) 0 I Note (2)(2)
Class B Stock $0 03/10/2000 C 5,246,085 03/10/2000 (6) Class A Subordinate Voting Stock 5,246,085 (6) 58,466,056(1) I Note (2)
Exchangeable Shares of MEC Holdings (Canada) Inc. $0 03/10/2000 C 14,823,187 03/10/2000 (6) Class A Subordinate Voting Stock 14,823,187 (6) 0 I Note (3)(3)
Exchangeable Shares of MEC Holdings (Canada) Inc. $0 03/10/2000 J 10,460,859 03/10/2000 (6) Class A Subordinate Voting Stock 10,460,859 (6) 0 I Note (3)(3)
Exchangeable Shares of MEC Holdings (Canada) Inc. $0 03/10/2000 J 144,965 03/10/2000 (6) Class A Subordinate Voting Stock 144,965 (6) 0 D
Exchangeable Shares of MEC Holdings (Canada) Inc. $0 09/12/2002 S 139,765 09/12/2002 (6) Class A Subordinate Voting Stock 139,765 $4.86(5) 0 D
Exchangeable Shares of MEC Holdings (Canada) Inc. $0 09/13/2002 S 5,200 09/13/2002 (6) Class A Subordinate Voting Stock 5,200 $5.02(5) 0 D
Exchangeable Shares of MEC Holdings (Canada) Inc. $0 03/10/2000 J 18,348 03/10/2000 (6) Class A Subordinate Voting Stock 18,348 (6) 0 I Note (4)
Exchangeable Shares of MEC Holdings (Canada) Inc. $0 12/30/2002 C 18,348 12/30/2002 (6) Class A Subordinate Voting Stock 18,348 (6) 0 I Note (4)(4)
Exchangeable Shares of MEC Holdings (Canada) Inc. $0 12/30/2002 C 4,362,328 12/30/2002 (6) Class A Subordinate Voting Stock 4,362,328 (6) 0 I Note (3)
1. Name and Address of Reporting Person*
445327 ONTARIO INC
(Last) (First) (Middle)
C/O JOHN GUNNING
337 MAGNA DRIVE
(Street)
AURORA ONTARIO CANADA A6 9999999999
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STRONACH TRUST
(Last) (First) (Middle)
STRONACH TRUST
14875 BAYVIEW AVENUE, R.R.#2
(Street)
AURORA A6 L4G 3C8
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The filing of this statement shall not be deemed an admission that the reporting person or any joint filer is, for purposes of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any equity securities covered by this statement.
2. The Stronach Trust owns 100% of the capital stock of 445327 Ontario Limited ("445327"), which in turn holds voting securities representing approximately 58% of the voting power of the capital stock of Magna International Inc. ("Magna") and 58% of the voting power of the capital stock of MI Developments Inc. ("MID"). The registration under the Securities Exchange Act of 1934, as amended, of the Class A Subordinate Voting Stock of the issuer became effective on or about February 14, 2000 (the "Registration Date"). As of the Registration Date, 63,712,141 shares of the issuer's Class B Stock were held by Magna and its subsidiaries. Each share of Class B Stock is convertible into one share of Class A Subordinate Voting Stock. On March 9, 2000, Magna converted 5,246,085 shares of Class B Stock into an equal number of shares of Class A Subordinate Voting Stock and on March 10, 2000, Magna distributed such shares to the shareholders of Magna as a s toc k dividen
3. MEC Holdings (Canada) Inc. ("Holdings") is a wholly owned subsidiary of the issuer. Each Exchangeable Share of Holdings is exchangeable for one share of Class A Subordinate Voting Stock of the issuer. Magna held 14,823,187 Exchangeable Shares as of the Registration Date. On March 10, 2000, Magna distributed 10,460,859 Exchangeable Shares to its shareholders as a stock dividend. 144,965 Exchangeable Shares were received by 445327 pursuant to such distribution. The Exchangeable Shares held by Magna following such distribution were purchased by the issuer on December 30, 2002 in exchange for an equal number of shares of Class A Subordinate Voting Stock pursuant to a redemption call right held by the issuer. Such shares of Class A Subordinate Voting Stock were transferred to MID on August 29, 2003.
4. 865714 Ontario Inc. ("865714") received 18,348 Exchangeable Shares of Holdings on March 10, 2000 as a stock dividend from Magna. Such Exchangeable Shares were purchased by the issuer on December 30, 2002 in exchange for an equal number of shares of Class A Subordinate Voting Stock pursuant to a redemption call right held by the issuer.
5. Originally acquired in Canadian dollars; price converted to US dollars.
6. Not Applicable.
/s/ John Gunning 02/17/2004
** Signature of Reporting Person Date
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