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.

 

 

 

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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

 

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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.

 

 

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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.

 

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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: February 28, 2018