Sec Form 13D Filing - DOUGLAS KEVIN @ IMAX CORP

Sec Form 13D Filing - DOUGLAS KEVIN filing for IMAX CORP (IMAX) - 2023-01-31

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

IMAX Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45245E109

(CUSIP Number)

Ryan J. York

Accretive Legal, PLLC

34522 N. Scottsdale Rd. STE 120-113

Scottsdale, AZ 85266

(425) 786-9256

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 45245E109


1		NAMES OF REPORTING PERSONS Kevin Douglas
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

Kevin Douglas and his wife, Michelle Douglas, hold 3,843,154 shares jointly as the beneficiaries and co-trustees of the K&M Douglas Trust. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust which holds 2,584,441 shares.

(2)	Kevin Douglas is the Manager of Celtic Financial LLC, which holds 571,989 shares.

(3)

Includes 62,652 shares held by an intentionally defective grantor trust (the “KGD IDGT”). Kevin Douglas, as the settlor of the KGD IDGT, has the right to substitute property of equivalent value in return for the shares held by the KGD IDGT and may be deemed to have shared voting and dispositive power over the shares held by the KGD IDGT.

(4)	Kevin Douglas is the trustee of the Douglas Survivors Trust Dated 1-29-1990, Kevin Douglas, Trustee, which holds 880,000 shares.

(5)	Kevin Douglas also has dispositive power with respect to 923,645 shares held by James E. Douglas, III.

(6)	Based on 55,973,443 shares of the Issuer’s common stock outstanding as of September 30, 2022, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2022.

CUSIP No. 45245E109


1		NAMES OF REPORTING PERSONS Michelle Douglas
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

(2)

Includes 62,652 shares held by an intentionally defective grantor trust (the “MMD IDGT”). Michelle Douglas, as the settlor of the MMD IDGT, has the right to substitute property of equivalent value in return for the shares held by the MMD IDGT and may be deemed to have shared voting and dispositive power over the shares held by the MMD IDGT.

(3)	Based on 55,973,443 shares of the Issuer’s common stock outstanding as of September 30, 2022, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2022, filed with the SEC on October 31, 2022.

CUSIP No. 45245E109


1		NAMES OF REPORTING PERSONS James E. Douglas, III
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)	Kevin Douglas shares dispositive power with respect to 923,645 shares held by James E. Douglas, III.

(2)	Based on 55,973,443 shares of the Issuer’s common stock outstanding as of September 30, 2022, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2022, filed with the SEC on October 31, 2022.

CUSIP No. 45245E109


1		NAMES OF REPORTING PERSONS K&M Douglas Trust (1)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION California

(1)	Kevin Douglas and Michelle Douglas, husband and wife, are beneficiaries and co-trustees.

(2)	Kevin Douglas and his wife, Michelle Douglas, hold 3,843,154 shares jointly as the beneficiaries of the K&M Douglas Trust.

(3)	Based on 55,973,443 shares of the Issuer’s common stock outstanding as of September 30, 2022, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2022, filed with the SEC on October 31, 2022.

CUSIP No. 45245E109


1		NAMES OF REPORTING PERSONS James Douglas and Jean Douglas Irrevocable Descendants’ Trust (1)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION California

(1)	Kevin Douglas and Michelle Douglas, husband and wife, are co-trustees.

(2)	Based on 55,973,443 shares of the Issuer’s common stock outstanding as of September 30, 2022, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2022, filed with the SEC on October 31, 2022.

CUSIP No. 45245E109


1		NAMES OF REPORTING PERSONS Douglas Survivors Trust Dated 1-29-1990, Kevin Douglas, Trustee (1)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION California

(1)	Kevin Douglas is the trustee with respect to 880,000 shares held by the Douglas Survivors Trust Dated 1-29-1990, Kevin Douglas, Trustee.

(2)	Based on 55,973,443 shares of the Issuer’s common stock outstanding as of September 30, 2022, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2022, filed with the SEC on October 31, 2022.

CUSIP No. 45245E109


1		NAMES OF REPORTING PERSONS Celtic Financial LLC (1)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Kevin Douglas is the Manager of Celtic Financial LLC.

(2)	Kevin Douglas, as the Manager, also has voting and dispositive power with respect to 571,989 shares held by Celtic Financial LLC.

(3)	Based on 55,973,443 shares of the Issuer’s common stock outstanding as of September 30, 2022, as reported on the Issuer’s 10-Q for the quarter ended September 30, 2022, filed with the SEC on October 31, 2022.

Schedule 13D

This Amendment No. 7 (“Amendment”) amends and supplements the Schedule 13D filed with the SEC on October 20, 2016, as previously amended by the Schedule 13D/A filed with the SEC on January 27, 2017, the Schedule 13D/A filed with the SEC on January 12, 2018, the Schedule 13D/A filed with the SEC on February 5, 2019, the Schedule 13D/A filed with the SEC on January 27, 2020, the Schedule 13D/A filed with the SEC on January 25, 2021, and the Schedule 13D/A filed with the SEC on January 27, 2022 (the “Schedule 13D”). Except as set forth in this Amendment, the Schedule 13D remains unchanged. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D.

The following items of the Schedule 13D are hereby amended as follows:

ITEM 2.

IDENTITY AND BACKGROUND

The following amends and restates the information set forth in Item 2 of the Schedule 13D in its entirety.

(a)

Kevin Douglas, Michelle Douglas, James E. Douglas, III, K&M Douglas Trust, James Douglas and Jean Douglas Irrevocable Descendants’ Trust, Douglas Survivors Trust Dated 1-29-1990, Kevin Douglas, Trustee, and Celtic Financial LLC (collectively, the “Filers”).

(b)

The business address of the Filers is:

300A Drakes Landing Road, Suite 200, Greenbrae, CA 94904.

(c)

Present principal occupation or employment of the Filers and the name, principal business and address of any corporation or other organization in which such employment is conducted:

Kevin Douglas is an active securities and commodities investor, the Manager of Celtic Financial LLC, and is employed by Douglas Telecommunications, Inc., which has the same business address as the Filers. Michelle Douglas participates in nonprofit fund raising and in assisting Kevin Douglas in his investment activities. James E. Douglas, III is a high school teacher and has the same business address as the Filers.

(d)

During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Filers was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

U.S.A.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

The beneficial ownership of the Common Stock by each Filer at the date hereof is reflected on that Filer’s cover page.

There were no transactions effected by the Filers in the Common Stock within the past sixty (60) days.

ITEM 6.

CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Other than the relationships mentioned above and except for the Joint Filing Agreement, dated January 31, 2023, filed as an exhibit to this Schedule 13D, to the knowledge of the Filers, none of the Filers is party to any other contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

ITEM 7.

MATERIALS TO BE FILED AS EXHIBITS

7.1	Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G, dated January 31, 2023.

7.2	Limited Power of Attorney, dated January 31, 2023.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: January 31, 2023	*Kevin Douglas
	KEVIN DOUGLAS

Date: January 31, 2023	*Michelle Douglas
	MICHELLE DOUGLAS

Date: January 31, 2023	*James E. Douglas, III
	JAMES E. DOUGLAS, III

	K&M DOUGLAS TRUST

	*Kevin Douglas
Date: January 31, 2023	By:	Kevin Douglas
	Title:	Trustee

Date: January 31, 2023	*Michelle Douglas
	By:	Michelle Douglas
	Title:	Trustee

	JAMES DOUGLAS AND JEAN DOUGLAS
	IRREVOCABLE DESCENDANTS’ TRUST

Date: January 31, 2023	*Kevin Douglas
	By:	Kevin Douglas
	Title:	Trustee

Date: January 31, 2023	*Michelle Douglas
	By:	Michelle Douglas
	Title:	Trustee

	DOUGLAS SURVIVORS TRUST DATED 1-29-1990, KEVIN DOUGLAS, TRUSTEE

Date: January 31, 2023	*Kevin Douglas
	By:	Kevin Douglas
	Title:	Trustee

	CELTIC FINANCIAL LLC

Date: January 31, 2023	*Kevin Douglas
	By:	Kevin Douglas
	Title:	Manager

*Eileen Wheatman

/s/ Eileen Wheatman

By: Eileen Wheatman

Attorney-in-Fact

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

0

SHARED VOTING POWER:

7,942,336 (1)(2)(3)(4)

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

8,865,881 (1)(2)(3)(4)(5)