SEC FORM 5

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^*

Icarus Investment Corp.

(Last)

(First)

(Middle)

2300 YONGE STREET, SUITE 1710

(Street)

TORONTO

M4P 1E4

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
API Technologies Corp. [ ATNY ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% owner

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
11/30/2011

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)
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	09/01/2009		P4	4,500⁽¹⁾	A	$4.4⁽¹⁾	643,047⁽¹⁾	D⁽¹⁴⁾
Common Stock	09/08/2009		P4	11,250⁽¹⁾	A	$4⁽¹⁾	654,297⁽¹⁾	D⁽¹⁴⁾
Common Stock	09/11/2009		P4	4,371⁽¹⁾	A	$4.15⁽¹⁾⁽²⁾	658,668⁽¹⁾	D⁽¹⁴⁾
Common Stock	09/14/2009		P4	8,401⁽¹⁾	A	$4.3⁽¹⁾⁽³⁾	667,069⁽¹⁾	D⁽¹⁴⁾
Common Stock	09/16/2009		P4	5,000⁽¹⁾	A	$4.45⁽¹⁾⁽⁴⁾	672,069⁽¹⁾	D⁽¹⁴⁾
Common Stock	09/17/2009		P4	6,250⁽¹⁾	A	$4.36⁽¹⁾	678,319⁽¹⁾	D⁽¹⁴⁾
Common Stock	09/18/2009		P4	4,525⁽¹⁾	A	$4.24⁽¹⁾	682,844⁽¹⁾	D⁽¹⁴⁾
Common Stock	09/22/2009		P4	813⁽¹⁾	A	$4.24⁽¹⁾	683,657⁽¹⁾	D⁽¹⁴⁾
Common Stock	09/23/2009		P4	2,500⁽¹⁾	A	$4.48⁽¹⁾	686,157⁽¹⁾	D⁽¹⁴⁾
Common Stock	09/24/2009		P4	3,750⁽¹⁾	A	$4.4⁽¹⁾	689,907⁽¹⁾	D⁽¹⁴⁾
Common Stock	09/25/2009		P4	10,475⁽¹⁾	A	$4.59⁽¹⁾⁽⁵⁾	700,382⁽¹⁾	D⁽¹⁴⁾
Common Stock	09/28/2009		P4	7,775⁽¹⁾	A	$4.59⁽¹⁾⁽⁶⁾	708,157⁽¹⁾	D⁽¹⁴⁾
Common Stock	09/29/2009		P4	1,750⁽¹⁾	A	$4.77⁽¹⁾⁽⁷⁾	709,907⁽¹⁾	D⁽¹⁴⁾
Common Stock	09/30/2009		P4	2,500⁽¹⁾	A	$5.04⁽¹⁾	712,407⁽¹⁾	D⁽¹⁴⁾
Common Stock	11/19/2009		P4	25,000⁽¹⁾	A	$5.64⁽¹⁾	737,407⁽¹⁾	D⁽¹⁴⁾
Common Stock	12/07/2009		P4	250⁽¹⁾	A	$5.6⁽¹⁾	737,657⁽¹⁾	D⁽¹⁴⁾
Common Stock	12/10/2009		P4	1,000⁽¹⁾	A	$5.6⁽¹⁾	738,657⁽¹⁾	D⁽¹⁴⁾
Common Stock	12/11/2009		P4	125⁽¹⁾	A	$6⁽¹⁾	738,782⁽¹⁾	D⁽¹⁴⁾
Common Stock	12/18/2009		P4	407⁽¹⁾	A	$4.88⁽¹⁾⁽⁸⁾	739,189⁽¹⁾	D⁽¹⁴⁾
Common Stock	12/21/2009		P4	125⁽¹⁾	A	$4.88⁽¹⁾	739,314⁽¹⁾	D⁽¹⁴⁾
Common Stock	12/22/2009		P4	2,629⁽¹⁾	A	$4.68⁽¹⁾⁽⁹⁾	741,943⁽¹⁾	D⁽¹⁴⁾
Common Stock	12/23/2009		P4	125⁽¹⁾	A	$4.96⁽¹⁾	742,068⁽¹⁾	D⁽¹⁴⁾
Common Stock	12/28/2009		P4	250⁽¹⁾	A	$4.64⁽¹⁾	742,318⁽¹⁾	D⁽¹⁴⁾
Common Stock	01/20/2010		P4	750⁽¹⁾	A	$5.58⁽¹⁾⁽¹⁰⁾	743,068⁽¹⁾	D⁽¹⁴⁾
Common Stock	01/20/2010		S4	1,038⁽¹⁾	D	$6.07⁽¹⁾⁽¹¹⁾⁽¹²⁾	742,030⁽¹⁾	D⁽¹⁴⁾
Common Stock	01/21/2010		P4	250⁽¹⁾	A	$6.2⁽¹⁾	742,280⁽¹⁾	D⁽¹⁴⁾
Common Stock	01/22/2010		P4	500⁽¹⁾	A	$6.26⁽¹⁾⁽¹³⁾	742,780⁽¹⁾	D⁽¹⁴⁾
Common Stock	01/25/2010		P4	125⁽¹⁾	A	$6⁽¹⁾	742,905⁽¹⁾	D⁽¹⁴⁾
Common Stock	01/26/2010		P4	250⁽¹⁾	A	$6⁽¹⁾	743,155⁽¹⁾	D⁽¹⁴⁾

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Icarus Investment Corp.

(Last)

(First)

(Middle)

2300 YONGE STREET, SUITE 1710

(Street)

TORONTO

M4P 1E4

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% owner

1. Name and Address of Reporting Person^*

DEZWIREK JASON

(Last)

(First)

(Middle)

2300 YONGE STREET, SUITE 1710

(Street)

TORONTO

M4P 1E4

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former Dir, Sec & 10% owner

Explanation of Responses:

1. The prices and shares listed in columns 4 and 5 of this Form 5 reflect a 1 for 15 reverse stock split effective September 19, 2008 and a 1 for 4 reverse stock split effective December 28, 2010.

2. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.12 to $4.16, inclusive. The reporting person undertakes to provide to API Technologies Corp., any security holder of API Technologies 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 11 and footnote 13 to 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 $4.28 to $4.32, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.40 to $4.52, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.52 to $4.64, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.56 to $4.60, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.76 to $4.80, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.56 to $5.08, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.40 to $4.72, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.48 to $5.60, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.00 to $6.20, inclusive.

12. In connection with this transaction, Icarus Investment Corp. has agreed to voluntarily remit appropriate profits to API Technologies Corp., pursuant to Section 16(b) of the Securities Exchange Act of 1934.

13. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.20 to $6.32, inclusive.

14. These securities are owned directly by Icarus Investment Corp., a former 10% owner of the issuer and indirectly by Jason DeZwirek as an officer of the corporation. Jason DeZwirek is a former director, officer and 10% owner of the issuer.

Remarks:

2 of 3

	/s/ Phillip DeZwirek, President of Icarus Investment Corp.	01/09/2013
	/s/ Jason DeZwirek	01/09/2013
	** Signature of Reporting Person	Date
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