SEC Form 3

FORM 3

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

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1. Name and Address of Reporting Person* Vintage Capital Management LLC (Last) (First) (Middle) 4705 S. APOPKA VINELAND ROAD SUITE 210 (Street) ORLANDO FL 32819 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/21/2011	3. Issuer Name and Ticker or Trading Symbol API Technologies Corp. [ ATNY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	22,000,000	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Vintage Capital Management LLC (Last) (First) (Middle) 4705 S. APOPKA VINELAND ROAD SUITE 210 (Street) ORLANDO FL 32819 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Vintage Albany Partners GP LLC (Last) (First) (Middle) C/O VINTAGE CAPITAL MANAGEMENT 4705 S APOPKA VINELAND ROAD SUITE 210 (Street) ORLANDO FL 32819 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Vintage Albany Partners LP (Last) (First) (Middle) C/O VINTAGE CAPITAL MANAGEMENT 4705 S APOPKA VINELAND ROAD SUITE 210 (Street) ORLANDO FL 32819 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Vintage Albany Acquisition LLC (Last) (First) (Middle) C/O VINTAGE CAPITAL MANAGEMENT 4705 S APOPKA VINELAND ROAD SUITE 210 (Street) ORLANDO FL 32819 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KAHN INVESTMENT MANAGEMENT LLC (Last) (First) (Middle) 5506 WORSHAM CT. (Street) WINDMERE FL 34786 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KAHN BRIAN RANDALL (Last) (First) (Middle) 5506 WORSHAM COURT (Street) WINDERMERE FL 34786 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman of the Board & CEO

1. Name and Address of Reporting Person* Laurence Andrew M (Last) (First) (Middle) C/O API TECHNOLOGIES CORP. ONE NORTH WACKER DRIVE SUITE 4400 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner X Officer (give title below) Other (specify below) VP Finance & CAO

1. Name and Address of Reporting Person* Nowak Jeremy R (Last) (First) (Middle) C/O API TECHNOLOGIES CORP ONE NORTH WACKER DRIVE SUITE 4400 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares held directly by Vintage Albany Acquisition, LLC ("Vintage Acquisition"). Each of (i) Vintage Albany Partners LP, as the sole member of Vintage Acquisition; (ii) Vintage Albany Partners GP LLC, as the general partner of Vintage Albany Partners LP; (iii) Vintage Capital Management, LLC ("Vintage Capital") ,as the investment manager of Vintage Albany Partners GP LLC; (iv) Kahn Capital Management, LLC, as a managing member of Vintage Capital; and Vintage Albany Partners LLC (v) Brian R. Kahn, as the sole member of Kahn Capital Management, LLC and as a member of Vintage Capital and Vintage Albany Partners LLC; and (vi) Andrew K. Laurence and Jeremy R. Nowak, as members of Vintage Albany Partners GP LLC may be deemed to share voting and dispositive power over the shares held by Vintage Acquisition. Such individuals and entities disclaim beneficial ownership of the shares held by Vintage Acquisition except to the extent of any pecuniary interest therein.

Remarks:

On January 21, 2011, the Board of Directors of the Issuer appointed Brian R. Kahn as Chairman of the Board and Chief Executive Officer and Andrew K. Laurence as Vice President Finance and Chief Accounting Officer.

	/s/ Brian R. Kahn, as a member of Vintage Capital Management, LLC	01/31/2011
	/s/ Brian R. Kahn, as a member of Vintage Capital Management, LLC, the investment manager of Vintage Albany Partners GP LLC	01/31/2011
	/s/ Brian R. Kahn, as managing member of Vintage Capital Management, LLC, the investment manager of Vintage Albany Partners GP LLC, the general partner of Vintage Albany Partners LP	01/31/2011
	/s/ Brian R. Kahn, as a member of Vintage Capital Management, LLC, the investment manager of Vintage Albany Partners GP LLC, the general partner of Vintage Albany Partners LP, the sole member of Vintage Albany Acquisition, LLC	01/31/2011
	/s/ Brian R. Kahn, the sole member of Kahn Capital Management, LLC	01/31/2011
	/s/ Brian R. Kahn	01/31/2011
	/s/ Brian R. Kahn, by power of attorney for Andrew K. Laurence	01/31/2011
	/s/ Brian R. Kahn, by power of attorney for Jeremy R. Nowak	01/31/2011
	** Signature of Reporting Person	Date
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