SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
STRONACH TRUST

(Last) (First) (Middle)
14875 BAYVIEW AVENUE, R.R.#2

(Street)
AURORA ONTARIO CANADA A6 L4G 3G8

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MAGNA ENTERTAINMENT CORP [ MECA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2004
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Subordinate Voting Stock 09/16/2004 S 3,682,515(1) D (1) 4,380,676 I By MID and 865714 Ontario Inc. ("865714").
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
STRONACH TRUST

(Last) (First) (Middle)
14875 BAYVIEW AVENUE, R.R.#2

(Street)
AURORA ONTARIO CANADA A6 L4G 3G8

(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*
445327 ONTARIO INC

(Last) (First) (Middle)
14875 BAYVIEW AVENUE
R.R.#2

(Street)
AURORA ONTARIO CANADA A6 L4G 3G8

(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*
STRONACH FRANK

(Last) (First) (Middle)
337 MAGNA DRIVE

(Street)
AURORA ONTARIO CANADA A6 L4G7K1

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman
Explanation of Responses:
1. Reflects the repurchase of 3,682,515 shares of Class A Subordinate Voting Stock of the issuer by Fair Enterprise Limited ("Fair Enterprise") from MI Developments, Inc. ("MID") in exchange for 707,725 Class A Subordinate Voting Shares of MID (the "MID Shares") and U.S.$3,292,168.41 in cash, constituting the consideration to Fair Enterprise for the Purchased Shares pursuant to a Share Purchase Agreement dated July 12, 2004 between Fair Enterprise and MID.
Remarks:
The filing of this statement shall not be deemed an admission that the reporting person or any joint filer is, for purposes of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any equity securities covered by this statement. Without limitation of the foregoing, the reporting person and the joint filers disclaim beneficial ownership of such securities for purposes other than US securities law purposes. The reporting person and the joint filers disclaim beneficial ownership of the securities covered by this statement in excess of their pecuniary interests therein. The Stronach Trust owns 100% of the voting stock of 445327 Ontario Limited ("445327"), which holds a controlling interest in MID. 445327 holds a controlling interest in Magna International Inc., which may be deemed to be the beneficial owner of the shares of Class A Subordinate Voting Stock held by 865714.
/s/ Frank Stronach 09/18/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.