Sec Form 4 Filing - DEZWIREK JASON @ CECO ENVIRONMENTAL CORP - 2016-12-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DEZWIREK JASON 2. Issuer Name and Ticker or Trading Symbol CECO ENVIRONMENTAL CORP [ CECE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2300 YONGE STREET, SUITE 1710 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2016 (Street) TORONTO, A6M4P 1E4 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 1,377,974 D Common Stock 12/08/2016 X 250,000 A $ 9.07 2,869,906 I By Icarus Investment Corp. ( 1 ) Common Stock 12/08/2016 D( 2 ) 160,360 D $ 14.14 2,709,546 I By Icarus Investment Corp. ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant (right to buy) $ 9.07 12/08/2016 X 250,000 12/28/2006 12/28/2016 Common Stock 250,000 $ 0 0 I By Icarus Investment Corp. ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEZWIREK JASON 2300 YONGE STREET, SUITE 1710 TORONTO, A6M4P 1E4 X X Signatures /s/ Jason DeZwirek 12/09/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Filer is an officer of Icarus Investment Corp. ("Icarus") and disclaims beneficial ownership except to the extent of his pecuniary interest therein. ( 2 )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.

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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