Amended Statement of Ownership (sc 13g/a)
December 28 2016 - 4:19PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 8)*
Under the Securities Exchange Act of 1934
CECO
ENVIRONMENTAL CORP.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
125141101
(CUSIP Number)
August
31, 2016
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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The information required in 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 the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 125141101
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13G/A
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Page
2
of 8 Pages
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Harvey Sandler Revocable Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Florida
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
867,770
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6
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SHARED VOTING POWER
Not applicable
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7
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SOLE DISPOSITIVE POWER
867,770
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8
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SHARED DISPOSITIVE POWER
Not applicable
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
867,770 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
2.5% (2)
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12
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TYPE OF REPORTING PERSON*
IN
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(1)
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On March 19, 2014, April 1, 2014, December 23, 2014, and November 16, 2016 Mr. Sandler, as trustee of the Harvey Sandler Revocable Trust (the
Trust
), caused the Trust to transfer an aggregate of
250,000 shares (the
Transferred Shares
) to the Harvey and Phyllis Sandler Foundation (the
Foundation
). As a result, the Trust no longer beneficially owns the Transferred Shares.
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(2)
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Based on the number of shares outstanding of each of the issuers classes of common equity reported in the issuers Form 10-Q report filed on November 8, 2016 as 34,161,493 shares of common stock, par value
$0.01 per share. The Trust is filing this report voluntarily prior to the prescribed due date to notify that as of August 31, 2016 it no longer beneficially owns five percent or greater of the subject class of securities based on sales of the
issuers securities during the month of August.
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CUSIP No. 125141101
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13G/A
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Page
3
of 8 Pages
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Harvey Sandler
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
867,770
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6
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SHARED VOTING POWER
Not applicable
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7
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SOLE DISPOSITIVE POWER
867,770
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8
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SHARED DISPOSITIVE POWER
Not applicable
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
867,770
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
2.5% (1)
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12
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TYPE OF REPORTING PERSON*
IN
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(1)
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Based on the number of shares outstanding of each of the issuers classes of common equity reported in the issuers Form 10-Q report filed on November 8, 2016 as 34,161,493 shares of common stock, par value
$0.01 per share. Mr. Sandler is filing the report voluntarily prior to the prescribed due date to notify that as of August 31, 2016, he no longer beneficially owns five percent or greater of the subject class of securities based on sales of the
issuers securities during the month of August.
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CUSIP No. 125141101
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13G/A
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Page
4
of 8 Pages
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Item 1.
(a)
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Name of Issuer: CECO Environmental Corp.
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(b)
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Address of Issuers Principal Executive Offices:
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4625 Red Bank Road, Suite 200
Cincinnati, Ohio 45227
Item 2.
1. (a)
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Name of Person Filing: Harvey Sandler Revocable Trust
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(b)
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Address of Principal Business Office or, if none, Residence: The reporting persons principal business address is: 2080 NW Boca Raton Blvd #6, Boca Raton, FL 33431
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(c)
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Citizenship: Harvey Sandler Revocable Trust is a trust organized under the laws of the State of Florida
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(d)
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Title of Class of Securities: Common Stock, par value $0.01 per share
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(e)
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CUSIP Number. 125141101
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2. (a)
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Name of Person Filing: Harvey Sandler
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(b)
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Address of Principal Business Office or, if none, Residence: The reporting persons principal business address is: 2080 NW Boca Raton Blvd #6, Boca Raton, FL 33431
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(c)
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Citizenship: Harvey Sandler is a United States citizen.
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(d)
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Title of Class of Securities: Common Stock, par value $0.01 per share
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(e)
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CUSIP Number. 125141101
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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CUSIP No. 125141101
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13G/A
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Page
5
of 8 Pages
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
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Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
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1.
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Harvey Sandler Revocable Trust
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(a)
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Amount beneficially owned: 867,770 (1)
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(b)
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Percent of class: 2.5% (2)
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 867,770
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(ii)
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Shared power to vote or to direct the vote: None
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(iii)
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Sole power to dispose or to direct the disposition of: 867,770
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(iv)
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Shared power to dispose or to direct the disposition of: None
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(a)
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Amount beneficially owned: 867,770 (3)
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(b)
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Percent of class: 2.5% (2)
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 867,770
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(ii)
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Shared power to vote or to direct the vote: None
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(iii)
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Sole power to dispose or to direct the disposition of: 867,770
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(iv)
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Shared power to dispose or to direct the disposition of: None
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Instruction
. For computations regarding
securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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(1)
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On March 19, 2014, April 1, 2014, December 23, 2014 and November 16, 2016, Mr. Sandler, as trustee of the Harvey Sandler Revocable Trust (the
Trust
), caused the
Trust to transfer an aggregate of 250,000 shares (the
Transferred Shares
) to the Harvey and Phyllis Sandler Foundation (the
Foundation
). As a result, the Trust no longer beneficially owns the Transferred Shares.
|
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(2)
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Based on the number of shares outstanding of each of the issuers classes of common equity reported in the issuers Form 10-Q report filed on November 8, 2016 as 34,161,493 shares of common stock, par
value $0.01 per share.
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CUSIP No. 125141101
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13G/A
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Page
6
of 8 Pages
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(3)
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Harvey Sandler is the sole trustee of the Trust. As a result, Mr. Sandler may be deemed to beneficially own the shares held by the Trust and each of the reporting persons may be deemed to be a member of a group
within the meaning of Rule 13d-5(b)(1). The reporting persons do not admit to being members of a group and Mr. Sandler disclaims beneficial ownership of the securities held by the Trust. On March 19, 2014, April 1, 2014,
December 23, 2014 and November 16, 2016, Mr. Sandler, as trustee of the Trust, caused the Trust to transfer the Transferred Shares to the Foundation. Mr. Sandler is on the board of directors of the Foundation and serves as the
Foundations President. As President, Mr. Sandler has both sole voting power and sole dispositive power over the shares, and as a result, Mr. Sandler may be deemed to beneficially own any shares held by the Foundation from time to
time. Mr. Sandler disclaims beneficial ownership of any securities held by the Foundation.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
Instruction
: Dissolution of a group requires a response to this item.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit A for Joint
Filing Agreement
Item 9.
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Notice of Dissolution of Group.
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Not applicable.
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 125141101
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13G/A
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Page
7
of 8 Pages
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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: December 23, 2016
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HARVEY SANDLER REVOCABLE TRUST
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By:
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/s/ Harvey Sandler
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Name:
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Harvey Sandler
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Title:
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Sole Trustee
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Date: December 23, 2016
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By:
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/s/ Harvey Sandler
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Harvey Sandler
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CUSIP No. 125141101
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13G/A
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Page
8
of 8 Pages
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EXHIBIT A
JOINT
FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of CECO ENVIRONMENTAL CORP. and that this Agreement be included as an Exhibit to such statement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of the dates set forth next to the undersigneds name.
Date: December 23, 2016
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HARVEY SANDLER REVOCABLE TRUST
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By:
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/s/ Harvey Sandler
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Name:
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Harvey Sandler
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Title:
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Sole Trustee
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Date: December 23, 2016
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By:
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/s/ Harvey Sandler
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Harvey Sandler
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