CLS Form 3: Director Michael Max Wilson Reports RSUs and Deferred Share Units

Rhea-AI Filing Summary

Michael Max Wilson, a director of Celestica Inc. (CLS), filed an initial Form 3 reporting ownership of 10,970 common shares directly and multiple equity award units. The filing lists 283,131 deferred share units convertible to common shares or cash on departure and a series of restricted share units granted between 2021 and 2024 totaling reported award amounts by grant: 8,386; 7,550; 9,448; 10,920; 8,207; 7,318; 6,437; 4,042; 3,500; 2,280; 1,787; 2,006, each with vesting schedules described in the filing.

Positive

• Complete disclosure of direct holdings and award units provides transparency on director alignment with shareholders
• Detailed vesting schedules for RSUs and conversion terms for deferred share units are included, clarifying timing of potential equity delivery

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director disclosure documents significant equity alignment via deferred units and RSUs, indicating typical director compensation structure.

The Form 3 documents director Michael Max Wilson's equity position in Celestica with 10,970 directly held shares plus 283,131 deferred share units and multiple restricted share unit grants from 2021–2024. The deferred units convert on cessation of service and RSUs vest over three years per grant, reflecting standard governance practice to align director incentives with shareholder returns. No indications of pledging, derivative positions, or control change are reported.

Securities Analyst

TL;DR: Disclosure is routine and informational; it does not signal immediate market-moving events.

The filing is an initial ownership statement required under Section 16 and lists direct common shares and multiple equity-based awards with defined vesting. The substantial number of deferred share units is notable for size but the filing provides no exercise prices, transfers, or sales. As a compliance filing, it provides transparency but contains no operational or financial performance data to change valuation assumptions.

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 Max

(Last) (First) (Middle)

5140 YONGE STREET

SUITE 1900

(Street)

TORONTO A6 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)

X	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)

X	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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.

FAQ

What did the Form 3 filed for CLS disclose about Michael Max Wilson's direct holdings?

The filing reports 10,970 common shares directly beneficially owned by Michael Max Wilson.

How many deferred share units does the reporting person hold according to the Form 3?

The Form 3 lists 283,131 deferred share units, each convertible to one common share or cash when the holder ceases service.

What restricted share unit grants are disclosed in the CLS Form 3?

The filing discloses RSU grants with reported amounts by grant: 8,386; 7,550; 9,448; 10,920; 8,207; 7,318; 6,437; 4,042; 3,500; 2,280; 1,787; 2,006, each vesting one-third annually over three years.

Does the Form 3 show any derivative positions, pledges, or sales by the reporting person?

No. The filing discloses only direct common shares, deferred share units, and restricted share units; no derivatives, pledges, or dispositions are reported.

When was the event date that required this Form 3 filing?

The date of the event requiring the statement is reported as 12/19/2024.