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Filing Details

Accession Number:: 0001181431-13-002687
Form Type:: 5
Zero Holdings:: No
Publication Time:: 2013-01-09 17:19:44
Reporting Period:: 2011-11-30

Filing Date:: 2013-01-09
Accepted Time:: 2013-01-09 17:19:44
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1081078	Api Technologies Corp.	ATNY	Semiconductors & Related Devices (3674)	980200798

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
946589	Jason Dezwirek	2300 Yonge Street, Suite 1710 Toronto A6 M4P 1E4		No	No	No	Yes
1298063	Icarus Investment Corp.	2300 Yonge Street, Suite 1710 Toronto A6 M4P 1E4		No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2011-01-12	600	$5.79	743,755	No	4	P	Direct
Common Stock	Acquisiton	2011-01-14	2,300	$6.05	746,055	No	4	P	Direct
Common Stock	Acquisiton	2011-01-18	1,500	$6.07	747,555	No	4	P	Direct
Common Stock	Disposition	2011-06-24	2,000	$7.45	1,146,555	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	429,167	Direct
Common Stock	166,667	Indirect	See Footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Exchangeable shares of API Nanotronics Sub., Inc.	$0.00	2006-11-06		229,167	229,167	Direct
Common Stock	Warrant (right to buy)	$5.08	2009-12-18	2012-06-23	11,987	11,987	Direct
Common Stock	Warrant (right to buy)	$5.60	2010-01-21	2015-01-20	89,286	89,286	Indirect
Common Stock	Warrant (right to buy)	$5.53	2006-11-06	2013-01-20	208,334	208,334	Direct
Common Stock	Warrant (right to buy)	$5.08	2009-12-18	2012-06-23	11,987	11,987	Direct
Common Stock	Warrant (right to buy)	$5.60	2010-01-21	2015-01-20	111,608	111,608	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	229,167	229,167	Direct
2012-06-23	11,987	11,987	Direct
2015-01-20	89,286	89,286	Indirect
2013-01-20	208,334	208,334	Direct
2012-06-23	11,987	11,987	Direct
2015-01-20	111,608	111,608	Direct

Footnotes

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.
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.
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.
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.
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.
Reflects the effect of non-reportable transactions that occurred after January 21, 2011.
Owned solely by Jason DeZwirek.
Owned by DAJJ Family Trust, which shares Jason DeZwirek is deemed to beneficially own.
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.
Exchangeable shares are convertible into common stock of the Issuer on a 1-for-1 basis.
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.