FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * DEZWIREK PHILLIP 2. Issuer Name and Ticker or Trading Symbol CECO ENVIRONMENTAL CORP [CECE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman (Last) (First) (Middle) 2300 YONGE STREET, SUITE 1710 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2010 (Street) TORONTO, A6 M4P 1E4 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 02/20/2009   P4 11,420 A $ 2.02 (1) 1,576,114 I By Icarus Investment Corp. (31) Common Stock 02/23/2009   P4 2,200 A $ 2.17 (2) 1,578,314 I By Icarus Investment Corp. (31) Common Stock 02/24/2009   P4 12,872 A $ 2.15 (3) 1,591,186 I By Icarus Investment Corp. (31) Common Stock 02/25/2009   P4 5,700 A $ 2.24 (4) 1,596,886 I By Icarus Investment Corp. (31) Common Stock 02/26/2009   P4 12,000 A $ 2.49 (5) 1,608,886 I By Icarus Investment Corp. (31) Common Stock 02/27/2009   P4 1,000 A $ 2.25 1,609,886 I By Icarus Investment Corp. (31) Common Stock 03/03/2009   P4 24,223 A $ 1.86 (6) 1,634,109 I By Icarus Investment Corp. (31) Common Stock 03/04/2009   P4 17,397 A $ 2.09 (7) 1,651,506 I By Icarus Investment Corp. (31) Common Stock 03/05/2009   P4 3,400 A $ 2.1 (8) 1,654,906 I By Icarus Investment Corp. (31) Common Stock 03/06/2009   P4 11,650 A $ 1.82 (9) 1,666,556 I By Icarus Investment Corp. (31) Common Stock 03/09/2009   P4 35,449 A $ 1.92 (10) 1,702,005 I By Icarus Investment Corp. (31) Common Stock 03/10/2009   P4 3,500 A $ 2.1 (11) 1,705,505 I By Icarus Investment Corp. (31) Common Stock 03/11/2009   P4 48,991 A $ 2.06 (12) 1,754,496 I By Icarus Investment Corp. (31) Common Stock 03/12/2009   P4 4,000 A $ 2.41 (13) 1,758,496 I By Icarus Investment Corp. (31) Common Stock 03/16/2009   P4 5,000 A $ 2.67 (14) 1,763,496 I By Icarus Investment Corp. (31) Common Stock 03/18/2009   P4 5,000 A $ 2.73 (15) 1,768,496 I By Icarus Investment Corp. (31) Common Stock 03/19/2009   P4 16,997 A $ 2.7 (16) 1,785,493 I By Icarus Investment Corp. (31) Common Stock 03/20/2009   P4 6,800 A $ 2.75 (17) 1,792,293 I By Icarus Investment Corp. (31) Common Stock 03/23/2009   P4 17,668 A $ 2.96 (18) 1,809,961 I By Icarus Investment Corp. (31) Common Stock 03/25/2009   P4 2,500 A $ 3.08 (19) 1,812,461 I By Icarus Investment Corp. (31) Common Stock 03/26/2009   P4 6,500 A $ 3.24 (20) 1,818,961 I By Icarus Investment Corp. (31) Common Stock 04/02/2009   P4 15,800 A $ 3.2 (21) 1,834,761 I By Icarus Investment Corp. (31) Common Stock 04/03/2009   P4 9,100 A $ 3.47 (22) 1,843,861 I By Icarus Investment Corp. (31) Common Stock 04/14/2009   P4 2,700 A $ 3.65 (23) 1,846,561 I By Icarus Investment Corp. (31) Common Stock 04/16/2009   P4 2,000 A $ 3.78 (24) 1,848,561 I By Icarus Investment Corp. (31) Common Stock 04/17/2009   S4 13,730 D $ 3.94 (25) (26) 1,834,831 I By Icarus Investment Corp. (31) Common Stock 04/20/2009   S4 893 D $ 3.92 (26) (27) 1,833,938 I By Icarus Investment Corp. (31) Common Stock 04/28/2009   P4 6,500 A $ 3.37 (28) 1,840,438 I By Icarus Investment Corp. (31) Common Stock 04/29/2009   P4 2,500 A $ 3.65 (29) 1,842,938 I By Icarus Investment Corp. (31) Common Stock 04/30/2009   P4 3,700 A $ 3.56 (30) 1,846,638 I By Icarus Investment Corp. (31)

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SEC 2270 (9-02)

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 Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DEZWIREK PHILLIP 2300 YONGE STREET, SUITE 1710 TORONTO, A6 M4P 1E4	  X	  X	  Chairman	Â

Signatures

/s/ Phillip DeZwirek		05/31/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.95 to $2.30, inclusive. The reporting person undertakes to provide to CECO Environmental Corp., any security holder of CECO Environmental Corp., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares purchased or sold, as applicable, at each separate price within the ranges set forth in footnotes 1 through 25 and footnotes 27 through 30 to this Form 5.
(2)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.16 to $2.19, inclusive.
(3)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.07 to $2.30, inclusive.
(4)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.00 to $2.35, inclusive.
(5)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.40 to $2.53, inclusive.
(6)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.85 to $1.87, inclusive.
(7)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.01 to $2.15, inclusive.
(8)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.06 to $2.15, inclusive.
(9)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.80 to $1.85, inclusive.
(10)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.90 to $1.97, inclusive.
(11)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.00 to $2.14, inclusive.
(12)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.04 to $2.10, inclusive.
(13)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.39 to $2.47, inclusive.
(14)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.64 to $2.68, inclusive.
(15)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.68 to $2.75, inclusive.
(16)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.69 to $2.78, inclusive.
(17)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.70 to $2.85, inclusive.
(18)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.86 to $3.01, inclusive.
(19)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.01 to $3.22, inclusive.
(20)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.16 to $3.25, inclusive.
(21)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.13 to $3.21, inclusive.
(22)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.38 to $3.55, inclusive.
(23)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.58 to $3.70, inclusive.
(24)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.77 to $3.81, inclusive.
(25)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.91 to $3.97, inclusive.
(26)	In connection with this transaction, Icarus Investment Corp. has voluntarily remitted appropriate profits to CECO Environmental Corp., pursuant to Section 16(b) of the Securities Exchange Act of 1934.
(27)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.90 to $3.95, inclusive.
(28)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.28 to $3.41, inclusive.
(29)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.57 to $3.86, inclusive.
(30)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.52 to $3.79, inclusive.
(31)	Filer is President of Icarus Investment Corp. and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, if any, therein.
  Remarks: 2 of 8

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