SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

(Amendment 4)

 

UNDER THE SECURITIES EXCHANGE ACT OF 19341

 

IMRIS Inc.
(Name of Issuer)

 

 

 

Common Shares
(Title of Class of Securities)

 

 

 

45322N105
(CUSIP Number)

 

 

December 31, 2014
(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)
xRule 13d-1(d)

 

 

 

1 The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 

 

 
 

 

CUSIP No. 45322N105 13G Page 2 of 9 Pages

 

1

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

  
  H. David Graves  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x

(b) ¨

  The group of reporting persons on this Schedule 13G includes: H. David Graves and Norpine Holdings Inc.  
3 SEC USE ONLY  
4 CITIZENSHIP OR PLACE OF ORGANIZATION  
  Canadian  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 5 SOLE VOTING POWER  
  170,905*  
6 SHARED VOTING POWER  
  14,276,131*  
7 SOLE DISPOSITIVE POWER  
  170,905*  
8 SHARED DISPOSITIVE POWER  
  14,276,131*  
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
 

14,447,036*

*H. David Graves beneficially owns 14,447,036 common shares of IMRIS Inc. Of the common shares beneficially held by Mr. Graves, 11,899,371 common shares are held directly by Norpine Holdings Inc. over which Mr. Graves has sole investment and voting control, and 2,376,760 common shares are held directly by Centara Corporation, over which Mr. Graves has sole investment and voting control. The remaining 170,905 common shares are issuable upon the exercise of options granted to Mr. Graves by IMRIS Inc. All of these options were exercisable as at December 31, 2014.

  
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* q  
  Not Applicable  
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
  23.1%  
12 TYPE OF REPORTING PERSON*  
  IN  
         

 

 
 

 

CUSIP No. 45322N105 13G Page 3 of 9 Pages

 

1

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 

  
  Norpine Holdings Inc.  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x

(b) ¨

  The group of reporting on this Schedule 13G includes: H. David Graves, Norpine Holdings Inc. and Centara Corporation.  
3 SEC USE ONLY  
4 CITIZENSHIP OR PLACE OF ORGANIZATION  
  Manitoba, Canada  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 5 SOLE VOTING POWER  
  11,899,371*  
6 SHARED VOTING POWER  
  Not applicable  
7 SOLE DISPOSITIVE POWER  
  11,899,371*  
8 SHARED DISPOSITIVE POWER  
  Not applicable  
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
 

11,899,371*

*H. David Graves beneficially owns 14,447,036 common shares of IMRIS Inc. Of the common shares beneficially held by Mr. Graves, 11,899,371 common shares are held directly by Norpine Holdings Inc. over which Mr. Graves has sole investment and voting control, and 2,376,760 common shares are held directly by Centara Corporation, over which Mr. Graves has sole investment and voting control. The remaining 170,905 common shares are issuable upon the exercise of options granted to Mr. Graves by IMRIS Inc. All of these options were exercisable as at December 31, 2014.

  
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* q  
  Not Applicable  
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
  19.0%  
12 TYPE OF REPORTING PERSON*  
  CO  
         

 

 
 

 

CUSIP No. 45322N105 13G Page 4 of 9 Pages

 

1

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

  
  Centara Corporation  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) x

(b) ¨

  The group of reporting on this Schedule 13G includes: H. David Graves, Norpine Holdings Inc. and Centara Corporation.  
3 SEC USE ONLY  
4 CITIZENSHIP OR PLACE OF ORGANIZATION  
  Manitoba, Canada  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 5 SOLE VOTING POWER  
  2,376,760*  
6 SHARED VOTING POWER  
  Not applicable  
7 SOLE DISPOSITIVE POWER  
  2,376,760*  
8 SHARED DISPOSITIVE POWER  
  Not applicable  
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
 

2,376,760*

*H. David Graves beneficially owns 14,447,036 common shares of IMRIS Inc. Of the common shares beneficially held by Mr. Graves, 11,899,371 common shares are held directly by Norpine Holdings Inc. over which Mr. Graves has sole investment and voting control, and 2,376,760 common shares are held directly by Centara Corporation, over which Mr. Graves has sole investment and voting control. The remaining 170,905 common shares are issuable upon the exercise of options granted to Mr. Graves by IMRIS Inc. All of these options were exercisable as at December 31, 2014.

  
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* q  
  Not Applicable  
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9  
  3.8%  
12 TYPE OF REPORTING PERSON*  
  CO  
         

  

 
 

 

CUSIP No. 45322N105 13G Page 5 of 9 Pages

 

Item 1 (a).Name of Issuer:

 

IMRIS Inc.

 

Item 1 (b).Address of Issuer’s Principal Executive Offices:

 

5101 Shady Oak Rd, Minnetonka MN 55343

 

Item 2 (a).Name of Person Filing:

 

H. David Graves (“Graves”)

 

Norpine Holdings Inc. (“Norpine”)

 

Centara Corporation

 

Item 2 (b).Address of Principal Business Office or, if None, Residence:

 

6935 Crabapple Drive, Whistler, B.C, V0N1B6

 

Item 2 (c).Citizenship:

 

Graves: Canadian

 

Norpine: Manitoba, Canada

 

Item 2 (d).Title of Class of Securities:

 

Common Shares

 

Item 2 (e).CUSIP Number:

 

45322N105

 

Item 3.If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable

 

Item 4.Ownership

 

 Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.

 

(a)Amount beneficially owned:

 

See item 9 on the cover pages

 

(b)Percent of Class:

 

See item 11 on the cover pages

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

 

(ii)Shared power to vote or to direct the vote:

 

(iii)Sole power to dispose or to direct the disposition of:

 

(iv)Shared power to dispose or to direct the disposition of:

 

See items 5 – 8 on cover pages

 

 
 

 

CUSIP No. 45322N105 13G Page 6 of 9 Pages

Item 5.Ownership of Five Percent or Less of a Class

 

If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [         ].

 

Not Applicable

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

 

Not Applicable

 

Item 8.Identification and Classification of Members of the Group

 

See Exhibit 2 hereto.

 

Item 9.Notice of Dissolution of Group

 

Not Applicable

 

Item 10.Certifications

 

Not Applicable

 

 
 

 

CUSIP No. 45322N105 13G Page 7 of 9 Pages

 

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 on February 13, 2015.

 

 

 

  /s/ H. David Graves
  H. David Graves
     
     
  NORPINE HOLDINGS INC.
  /s/ H. David Graves
 

Name:

Title:

H. David Graves

President

     
  Centara Corporation
  /s/ H. David Graves
 

Name: 

Title:

H. David Graves

President

  

 
 

 

CUSIP No. 45322N105 13G Page 8 of 9 Pages

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Schedule 13G (including amendments thereto) with respect to the common shares of IMRIS Inc. and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing.

 

Dated: February 13, 2015

  

  /s/ H. David Graves
  H. David Graves
       
       
       
  NORPINE HOLDINGS INC.
       
       
       
  By:  /s/ H. David Graves
    Name:  H. David Graves
    Title: President

 

 
 

 

CUSIP No. 45322N105 13G Page 9 of 9 Pages

 

Exhibit 2

 

IDENTIFICATION OF MEMBERS OF THE GROUP

 

 

 

H. David Graves

 

Norpine Holdings Inc.

 

Centara Corporation

 

 

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