Noll Shaun exercised 31,185,364 shares at a strike of $0.26, increasing direct ownership by 692% to 78,860 units (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 |
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| 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)
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2. Issuer Name and Ticker or Trading Symbol
DIRTT ENVIRONMENTAL SOLUTIONS LTD [ DRTTF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/09/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/09/2024 | M(1) | 68,903 | A | $0.2614(2) | 78,860 | D | |||
| Common Shares | 01/09/2024 | M(1) | 31,116,461 | A | $0.2614(2) | 53,301,893 | I | See footnote(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Subscription Rights (right to buy) | $0.2614(2) | 01/09/2023 | M(1) | 10,517 | (1) | (1) | Common Shares | 68,903(1) | $0 | 0 | D | ||||
| Subscription Rights (right to buy) | $0.2614(2) | 01/09/2023 | M(1) | 29,479,286 | (1) | (1) | Common Shares | 31,116,461(1) | $0 | 0 | I | See footnote(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On January 9, 2024, DIRTT Environmental Solutions Lts. ("DIRTT") announced the results of its CA$30.0 million rights offering (the "Rights Offering"). Each subscription right was exercisable for 0.81790023 DIRTT Common Shares, rounded down to the nearest whole number, together with oversubscription rights. The reporting persons participated in the Rights Offering in full, as well as exercising their oversubscription rights, at a subscription price of CA$0.35 per DIRTT Common Share. The number of Common Shares reported above includes the allocation pursuant to the reporting persons' exercise of their oversubscription rights. |
| 2. The subscription price of US$0.2614 per Common Share reported above is based on the January 9, 2024 daily exchange rate of CA$1.3391 per $US$1.00, as published by the Bank of Canada on January 15, 2024. |
| 3. These securities are held by WWT Opportunity #1 LLC ("WWT1"). Shaun Noll, as the Managing Member of WWT1, may be deemed a beneficial owner of securities held by WWT1, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. |
| /s/ Shaun Noll | 01/18/2024 | |
| /s/ Shaun Noll, Managing Member of WWT Opportunity #1 LLC | 01/18/2024 | |
| ** 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 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. | ||