Noll Shaun disposed of 16,925,058 shares and bought $1,108,301 worth of shares (3,939,925 units at $0.28) (SEC Form 4)
$DRTT
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
DIRTT ENVIRONMENTAL SOLUTIONS LTD [ DRTTF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 12/04/2023 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 12/01/2023 | J(1) | 4,996,844 | D | (1) | 0 | I(2) | By 726 BC LLC | ||
| Common Shares | 12/01/2023 | J(1) | 11,928,214 | D | (1) | 0 | I(3) | By 726 BF LLC | ||
| Common Shares | 12/01/2023 | P | 3,939,925 | A | $0.2813(4) | 22,185,432 | I(5) | WWT Opportunity #1 LLC | ||
| Common Shares | 10,157 | D | ||||||||
|
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 Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. On December 1, 2023: 726 BF LLC ("726 BF") contributed 11,928,214 DIRTT Environmental Solutions Ltd. common shares (the "Common Shares"), no par value, to a newly-formed LLC, WWT Opportunity #1 LLC ("WWT1"); 726 BC LLC ("726 BC") contributed 4,996,844 Common Shares to WWT1; and Shaun Noll contributed 1,320,449 Common Shares to WWT1. |
| 2. Peter Briger, as the Manager of 726 BF, may have been deemed to beneficially own the Common Shares held by 726 BF. Mr. Noll was delegated power to dispose of the securities owned by 726 BF and, accordingly, Mr. Noll may have been deemed to beneficially own the Common Shares held by 726 BF for the purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). This Form 4 shall not be deemed an admission that Mr. Noll was, for purposes of Section 16 of the Exchange Act, a beneficial owner of Common Shares held by 726 BF. |
| 3. Matthew Briger, as the Manager of 726 BC, may be deemed to beneficially own the shares of the Issuer owned directly by 726 BC. Mr. Noll was delegated power to dispose of the securities owned by 726 BC and, accordingly, Mr. Noll may have been deemed to beneficially own the Common Shares held by 726 BC for the purposes of Section 13(d) of the Exchange Act. This Form 4 shall not be deemed an admission that Mr. Noll was, for purposes of Section 16 of the Exchange Act, a beneficial owner of Common Shares held by 726 BC. |
| 4. WWT1 purchased these Common Shares from a third party for CA$0.38 per Common Share. The price of US$0.2813 per Common Share reported above reflects a daily exchange rate of CA$1.3507 per US dollar on December 1, 2023, as reported by the Bank of Canada on December 4, 2023. |
| 5. Mr. Noll, as the Managing Member of WWT1, may be deemed a beneficial owner of Common Shares held by WWT1, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. |
| Remarks: |
| Each of Peter Briger, 726 BF, Matthew Briger and 726 BC has ceased to be a beneficial owner of Common Shares and is no longer subject to Section 16. |
| /s/ Shaun Noll | 12/05/2023 | |
| /s/ Shaun Noll, attorney-in-fact for Peter Briger | 12/05/2023 | |
| /s/ Shaun Noll, Chief Investment Officer and President of 726 BF LLC | 12/05/2023 | |
| /s/ Shaun Noll, attorney-in-fact for Matthew Briger | 12/05/2023 | |
| /s/ Shaun Noll, Chief Investment Officer and President of 726 BC LLC | 12/05/2023 | |
| ** 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 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). | ||
| 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. | ||