SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Amendment 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
| IMRIS Inc. |
| (Name of Issuer) |
| Common Shares |
| (Title of Class of Securities) |
| 45322N105 |
| (CUSIP Number) |
| December 31, 2012 |
| (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)
| CUSIP No. 45322N105 | 13G | Page 2 of 6 Pages |
| 1 |
NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS | ||
| H. David Graves | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) R (b) ¨ | ||
| The group of reporting persons on this Schedule 13G includes: H. David Graves and Norpine Holdings Inc. | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Canadian | |||
| 5 | SOLE VOTING POWER | ||
| NUMBER OF | 582,583* | ||
| SHARES | 6 | SHARED VOTING POWER | |
| BENEFICIALLY | 11,899,371* | ||
| OWNED BY | 7 | SOLE DISPOSITIVE POWER | |
| EACH | 582,583* | ||
| REPORTING | 8 | SHARED DISPOSITIVE POWER | |
| PERSON WITH | 11,899,371* | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
|
12,481,954* *H. David Graves beneficially owns 12,481,954 common shares of IMRIS Inc. Of the common shares beneficially held by Mr. Graves, 11,899,371 common shares are held directly by Norpine Holdings Inc. over which Mr. Graves has sole investment and voting control. The remaining 582,583 common shares are issuable upon the exercise of options granted to Mr. Graves by IMRIS Inc. 579,902 of these options were exercisable as at December 31, 2012 and the remaining 2,681 options vest and are exercisable within 60 days of December 31, 2012. | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| Not Applicable | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||
| 27.1% | |||
| 12 | TYPE OF REPORTING PERSON* | ||
| IN | |||
| CUSIP No. 45322N105 | 13G | Page 3 of 6 Pages |
| 1 |
NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS | ||
| Norpine Holdings Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) R | ||
| The group of reporting on this Schedule 13G includes: H. David Graves and Norpine Holdings Inc. | |||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Manitoba, Canada | |||
| 5 | SOLE VOTING POWER | ||
| NUMBER OF | 11,899,371* | ||
| SHARES | 6 | SHARED VOTING POWER | |
| BENEFICIALLY | Not applicable | ||
| OWNED BY | 7 | SOLE DISPOSITIVE POWER | |
| EACH | 11,899,371* | ||
| REPORTING | 8 | SHARED DISPOSITIVE POWER | |
| PERSON WITH | Not applicable | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
|
11,899,371* *H. David Graves beneficially owns 12,481,954 common shares of IMRIS Inc. Of the common shares beneficially held by Mr. Graves, 11,899,371 common shares are held directly by Norpine Holdings Inc. over which Mr. Graves has sole investment and voting control. The remaining 582,583 common shares are issuable upon the exercise of options granted to Mr. Graves by IMRIS Inc. 579,902 of these options were exercisable as at December 31, 2012 and the remaining 2,681 options vest and are exercisable within 60 days of December 31, 2012. | |||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| Not Applicable | |||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||
| 25.8% | |||
| 12 | TYPE OF REPORTING PERSON* | ||
| CO | |||
| CUSIP No. 45322N105 | 13G | Page 4 of 6 Pages |
Item 1 (a). Name of Issuer:
IMRIS Inc.
Item 1 (b). Address of Issuer’s Principal Executive Offices:
100 – 1370 Sony Place, Winnipeg, Manitoba, Canada R3T 1N5
Item 2 (a). Name of Person Filing:
H. David Graves (“Graves”)
Norpine Holdings Inc. (“Norpine”)
Item 2 (b). Address of Principal Business Office or, if None, Residence:
48 Jaymorr Drive, Winnipeg, MB R3R 1Y1
Item 2 (c). Citizenship:
Graves: Canadian
Norpine: Manitoba, Canada
Item 2 (d). Title of Class of Securities:
Common Shares
Item 2 (e). CUSIP Number:
45322N105
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | ||
| Not Applicable | |||
| Item 4. | Ownership | ||
| Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1. | |||
| (a) Amount beneficially owned: | |||
| See item 9 on the cover pages | |||
| (b) Percent of Class: | |||
| See item 11 on the cover pages | |||
| CUSIP No. 45322N105 | Page 5 of 6 Pages |
| (c) Number of shares as to which such person has: | |||
| (i) Sole power to vote or to direct the vote: | |||
| (ii) Shared power to vote or to direct the vote: | |||
| (iii) Sole power to dispose or to direct the disposition of: | |||
| (iv) Shared power to dispose or to direct the disposition of: | |||
| See items 5 – 8 on cover pages | |||
| Item 5. | Ownership of Five Percent or Less of a Class | |
| If the 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 ¨. | ||
| Not Applicable | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | |
| Not Applicable | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company | |
| Not Applicable | ||
| Item 8. | Identification and Classification of Members of the Group | |
| See Exhibit 2 hereto. | ||
| Item 9. | Notice of Dissolution of Group | |
| Not Applicable | ||
| Item 10. | Certifications | |
| Not Applicable | ||
| CUSIP No. 45322N105 | 13G | Page 6 of 6 Pages |
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 on February 27, 2013.
| /s/ H. David Graves | |
| H. David Graves | |
| NORPINE HOLDINGS INC. | |
| By: /s/ H. David Graves | |
Name: H. David Graves Title: President | |
| CUSIP No. 45322N105 | 13G | Page 7 of 6 Pages |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Schedule 13G (including amendments thereto) with respect to the common shares of IMRIS Inc. and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing.
Dated: February 27, 2013
| /s/ H. David Graves | |
| H. David Graves | |
| NORPINE HOLDINGS INC. | |
| By: /s/ H. David Graves | |
Name: H. David Graves Title: President | |
| CUSIP No. 45322N105 | 13G | Page 8 of 6 Pages |
Exhibit 2
IDENTIFICATION OF MEMBERS OF THE GROUP
H. David Graves
Norpine Holdings Inc.
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 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).