SEC Filing | Celestica Inc.

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SEC FORM 3 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^*

Wilson Michael

(Last)

(First)

(Middle)

5140 YONGE STREET

SUITE 1900

(Street)

TORONTO

M2N 6L7

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/19/2024

3. Issuer Name and Ticker or Trading Symbol
CELESTICA INC [ CLS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		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
	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 Shares	10,970	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Deferred Share Units	⁽¹⁾	⁽¹⁾	Common Shares	283,131	⁽¹⁾	D
Restricted Share Units	⁽²⁾	⁽²⁾	Common Shares	2,795	⁽³⁾	D
Restricted Share Units	⁽⁴⁾	⁽⁴⁾	Common Shares	2,517	⁽³⁾	D
Restricted Share Units	⁽⁵⁾	⁽⁵⁾	Common Shares	3,149	⁽³⁾	D
Restricted Share Units	⁽⁶⁾	⁽⁶⁾	Common Shares	3,640	⁽³⁾	D
Restricted Share Units	⁽⁷⁾	⁽⁷⁾	Common Shares	5,471	⁽³⁾	D
Restricted Share Units	⁽⁸⁾	⁽⁸⁾	Common Shares	4,879	⁽³⁾	D
Restricted Share Units	⁽⁹⁾	⁽⁹⁾	Common Shares	4,291	⁽³⁾	D
Restricted Share Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	2,695	⁽³⁾	D
Restricted Share Units	⁽¹¹⁾	⁽¹¹⁾	Common Shares	3,500	⁽³⁾	D
Restricted Share Units	⁽¹²⁾	⁽¹²⁾	Common Shares	2,280	⁽³⁾	D
Restricted Share Units	⁽¹³⁾	⁽¹³⁾	Common Shares	1,787	⁽³⁾	D
Restricted Share Units	⁽¹⁴⁾	⁽¹⁴⁾	Common Shares	2,006	⁽³⁾	D

Explanation of Responses:

1. Each deferred share unit represents a contingent right to receive one common share or an equivalent value in cash at the Issuer's discretion when the holder ceases to be (a) a director of the Issuer or (b) an employee of the Issuer.

2. On December 31, 2021, the reporting person was granted 8,386 restricted share units ("RSUs"), 1/3 of which vest annually over 3 years on the anniversary of the grant date.

3. Each RSU represents a contingent right to receive one common share or an equivalent value in cash at the holder's election.

4. On March 31, 2022, the reporting person was granted 7,550 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

5. On June 30, 2022, the reporting person was granted 9,448 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

6. On September 30, 2022, the reporting person was granted 10,920 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

7. On December 31, 2022, the reporting person was granted 8,207 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

8. On March 31, 2023, the reporting person was granted 7,318 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

9. On June 30, 2023, the reporting person was granted 6,437 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

10. On September 30, 2023, the reporting person was granted 4,042 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

11. On December 31, 2023, the reporting person was granted 3,500 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

12. On March 31, 2024, the reporting person was granted 2,280 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

13. On June 30, 2024, the reporting person was granted 1,787 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

14. On September 30, 2024, the reporting person was granted 2,006 RSUs, 1/3 of which vest annually over 3 years on the anniversary of the grant date.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Samantha Graff, attorney-in-fact	12/19/2024
	** 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 5 (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.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENT, that the undersigned hereby constitutes and appoints Tracy Connelly McGilley, Samantha Graff and Douglas Parker, individually and not jointly, as the undersigned’s true and lawful attorneys-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Celestica Inc. (the “Company”), any and all Forms 3, 4 and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”) and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of December, 2024.

	By:	/s/ Michael M. Wilson
	Print:	Michael M. Wilson

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