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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X
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.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Icarus Investment Corp.

(Last) (First) (Middle)
2300 YONGE STREET, SUITE 1710

(Street)
TORONTO A6 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)
Amount (A) or (D) Price
Common Stock 01/12/2011 P4 600 A $5.79(1) 743,755 D(2)
Common Stock 01/14/2011 P4 2,300 A $6.05(3) 746,055 D(2)
Common Stock 01/18/2011 P4 1,500 A $6.07(4) 747,555 D(2)
Common Stock 06/24/2011 S4 2,000 D $7.45(5) 1,146,555(6) D(2)
Common Stock 429,167(6) D(7)
Common Stock 166,667(6) I(8) See Footnote(8)
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
Exchangeable shares of API Nanotronics Sub., Inc. (10) 11/06/2006 (11) Common Stock 229,167(9) 229,167(9) D(7)
Warrant (right to buy) $5.08(9) 12/18/2009 06/23/2012 Common Stock 11,987(9) 11,987(9) D(7)
Warrant (right to buy) $5.6(9) 01/21/2010 01/20/2015 Common Stock 89,286(9) 89,286(9) I(8) See Footnote(8)
Warrant (right to buy) $5.532(9) 11/06/2006 01/20/2013 Common Stock 208,334(9) 208,334(9) D(7)
Warrant (right to buy) $5.08(9) 12/18/2009 06/23/2012 Common Stock 11,987(9) 11,987(9) D(2)
Warrant (right to buy) $5.6(9) 01/21/2010 01/20/2015 Common Stock 111,608(9) 111,608(9) D(2)
1. Name and Address of Reporting Person*
Icarus Investment Corp.

(Last) (First) (Middle)
2300 YONGE STREET, SUITE 1710

(Street)
TORONTO A6 M4P 1E4

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEZWIREK JASON

(Last) (First) (Middle)
2300 YONGE STREET, SUITE 1710

(Street)
TORONTO A6 M4P 1E4

(City) (State) (Zip)
Explanation of Responses:
1. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.78 to $5.85, 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 footnote 1 and footnotes 3 and 4 to this Form 5.
2. 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.
3. 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 $6.15, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.99 to $6.10, inclusive.
5. 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.
6. Reflects the effect of non-reportable transactions that occurred after January 21, 2011.
7. Owned solely by Jason DeZwirek.
8. Owned by DAJJ Family Trust, which shares Jason DeZwirek is deemed to beneficially own.
9. The prices and shares listed in columns 2, 7 and 9 of Table II 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.
10. Exchangeable shares are convertible into common stock of the Issuer on a 1-for-1 basis.
11. The Issuer may require the exchange of the exchangeable shares into common stock of the Issuer commencing November 6, 2016 or sooner under specified circumstances. The exchangeable shares are exchangeable for common stock of the Issuer at any time at the option of the holder.
Remarks:
3 of 3
/s/ Phillip DeZwirek, President of Icarus Investment Corp. 01/09/2013
/s/ Jason DeZwirek 01/09/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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