0001193125-18-062899.txt : 20180228 0001193125-18-062899.hdr.sgml : 20180228 20180228115732 ACCESSION NUMBER: 0001193125-18-062899 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180228 DATE AS OF CHANGE: 20180228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELESTICA INC CENTRAL INDEX KEY: 0001030894 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 980185558 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55523 FILM NUMBER: 18649139 BUSINESS ADDRESS: STREET 1: 844 DON MILLS ROAD CITY: TORONTO STATE: A6 ZIP: MC3 1V7 BUSINESS PHONE: 416-448-5800 MAIL ADDRESS: STREET 1: 844 DON MILLS ROAD CITY: TORONTO STATE: A6 ZIP: MC3 1V7 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ONEX CORP CENTRAL INDEX KEY: 0000937226 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 MAIL ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: ONEX CORP ET AL DATE OF NAME CHANGE: 19950209 SC 13G/A 1 d523626dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)

 

 

Celestica Inc.

(Name of Issuer)

Subordinate Voting Shares

(Title of Class of Securities)

15101Q108

(CUSIP Number)

December 31, 2017

(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)

Explanatory Note: This Amendment No. 7 to Schedule 13G is being filed solely to correct a clerical error relating to the number of subordinate voting shares of Celestica Inc. previously reported as beneficially owned by Onex Corporation in Amendment No. 6 to Schedule 13G filed on February 13, 2018.

 

 

 

SCHEDULE 13G

CUSIP No. 15101Q108

  1       

  Name of Reporting Person

 

   Onex Corporation

  2      

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3      

  SEC Use Only

 

  4      

  Citizenship or Place of Organization

 

   Ontario, Canada

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

     5     

  Sole Voting Power

 

  None

  6     

  Shared Voting Power

 

18,997,238 Subordinate Voting Shares, including (i) 397,045 Subordinate Voting Shares and (ii) 18,600,193 Subordinate Voting Shares issuable upon conversion of Multiple Voting Shares of the Issuer. Each Multiple Voting Share is currently convertible into one Subordinate Voting Share.

  7     

  Sole Dispositive Power

 

  None

  8     

  Shared Dispositive Power

 

18,997,238 Subordinate Voting Shares, including (i) 397,045 Subordinate Voting Shares and (ii) 18,600,193 Subordinate Voting Shares issuable upon conversion of Multiple Voting Shares of the Issuer. Each Multiple Voting Share is currently convertible into one Subordinate Voting Share.

  9      

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,997,238 Subordinate Voting Shares, including (i) 397,045 Subordinate Voting Shares and (ii) 18,600,193 Subordinate Voting Shares issuable upon conversion of Multiple Voting Shares of the Issuer. Each Multiple Voting Share is currently convertible into one Subordinate Voting Share.

10      

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11      

  Percent of Class Represented by Amount in Row (9)

 

13.4% of the Subordinate Voting Shares, assuming conversion of all of the Multiple Voting Shares into Subordinate Voting Shares. 79.1% of the combined voting power of the Issuer’s Subordinate and Multiple Voting Shares; each Subordinate Voting Share is entitled to one vote and each Multiple Voting Share is entitled to twenty-five votes.

12      

  Type of Reporting Person (See Instructions)

 

  CO

 

2

This Amendment No. 7 to Schedule 13G (“Amendment No. 7”) relates to the Subordinate Voting Shares (the “Subordinate Voting Shares”) of Celestica Inc., a company incorporated under the laws of the Province of Ontario, Canada (the “Issuer”), and amends and supplements the Schedule 13G previously filed by Onex Corporation (“Onex”) with the Securities and Exchange Commission (“SEC”) on July 7, 1998 (the “Schedule 13G”), as amended by Amendment Nos. 1, 2, 3, 4, 5, and 6 to the Schedule 13G filed with the SEC on February 14, 2001, March 1, 2005, July 23, 2015, February 16, 2016, January 27, 2017, and February 13, 2018, respectively.

This Amendment No. 7 amends the Schedule 13G (as previously amended), as set forth below.

 

Item 4 Ownership:

Item 4 is hereby amended and restated in its entirety as follows:

The information below is based on 123,208,647 Subordinate Voting Shares outstanding as of December 31, 2017, as reported to Onex by the Issuer.

 

(a)   

Amount beneficially owned:

 

18,997,238 Subordinate Voting Shares, including (i) 397,045 Subordinate Voting Shares and (ii) 18,600,193 Subordinate Voting Shares issuable upon conversion of Multiple Voting Shares of the Issuer. Each Multiple Voting Share is currently convertible into one Subordinate Voting Share.

(b)   

Percent of class:

 

13.4% of the Subordinate Voting Shares, assuming conversion of all of the Multiple Voting Shares into Subordinate Voting Shares. 79.1% of the combined voting power of the Issuer’s Subordinate and Multiple Voting Shares; each Subordinate Voting Share is entitled to one vote and each Multiple Voting Share is entitled to twenty-five votes.

(c)    Number of shares as to which such person has:
   (i)   

Sole power to vote or to direct the vote:

 

0

   (ii)   

Shared power to vote or to direct the vote:

 

18,997,238 Subordinate Voting Shares, including (i) 397,045 Subordinate Voting Shares and (ii) 18,600,193 Subordinate Voting Shares issuable upon conversion of Multiple Voting Shares of the Issuer.

   (iii)   

Sole power to dispose or to direct the disposition of:

 

0

   (iv)   

Shared power to dispose or to direct the disposition of:

 

18,997,238 Subordinate Voting Shares, including (i) 397,045 Subordinate Voting Shares and (ii) 18,600,193 Subordinate Voting Shares issuable upon conversion of Multiple Voting Shares of the Issuer.

 

3

As of December 31, 2017, Onex beneficially owns 18,997,238 Subordinate Voting Shares of the Issuer, including (i) 397,045 Subordinate Voting Shares and (ii) 18,600,193 Subordinate Voting Shares issuable upon conversion of Multiple Voting Shares of the Issuer; each Multiple Voting Share is currently convertible into one Subordinate Voting Share. Of the Multiple Voting Shares owned beneficially by Onex, 814,546 are subject to options granted to certain officers of Onex pursuant to certain management investment plans of Onex, which may be exercised upon specified dispositions by Onex (directly or indirectly) of the Issuer’s securities, with respect to which Onex has the right to vote or direct the vote (“MIP Options”), including 688,807 MIP Options granted to Mr. Gerald Schwartz, the Chairman of the Board, President and Chief Executive Officer of Onex (each Multiple Voting Share will, upon exercise of such options, be automatically converted into a Subordinate Voting Share).

The Multiple Voting Shares beneficially owned by Onex represent, and have at all times since the Issuer’s initial public offering represented, a majority of the voting power of the Issuer’s outstanding securities.

 

4

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: February 28, 2018

 

ONEX CORPORATION
By:  

/s/ Andrea Daly

  Name: Andrea Daly
  Title:   Managing Director and General Counsel