Statement of Changes in Beneficial Ownership (4)
August 12 2021 - 3:30PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
22NW, LP |
2. Issuer Name and Ticker or Trading Symbol
DIRTT ENVIRONMENTAL SOLUTIONS LTD
[
DRTT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1455 NW LEARY WAY, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/12/2021 |
(Street)
SEATTLE, WA 98107
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares (1) | 8/12/2021 | | P | | 3593000 | A | $3.9880 (3) | 15515801 | I | By: 22NW Fund, LP (2) |
Common Shares (1) | 8/12/2021 | | P | | 64950 | A | $3.8433 (4) | 214869 | I | By: Aron R. English |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | This Form 4 is filed jointly by 22NW Fund, LP ("22NW Fund"), 22NW, LP ("22NW"), 22NW Fund GP, LLC ("22NW GP"), 22NW GP, Inc. ("22NW Inc.") and Aron R. English (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
(2) | Securities owned directly by 22NW Fund. As the investment manager to 22NW Fund, 22NW may be deemed to beneficially own the securities owned directly by 22NW Fund. As the general partner of 22NW Fund, 22NW GP may be deemed to beneficially own the securities owned directly by 22NW Fund. As the general partner of 22NW, 22NW Inc. may be deemed to beneficially own the securities owned directly by 22NW Fund. Mr. English, as the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc., may be deemed to beneficially own the securities owned directly by 22NW Fund. |
(3) | The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.8350 to $3.9917. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(4) | The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.8100 to $3.8700. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
22NW, LP 1455 NW LEARY WAY, SUITE 400 SEATTLE, WA 98107 |
| X |
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22NW Fund, LP 1455 NW LEARY WAY, SUITE 400 SEATTLE, WA 98107 |
| X |
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22NW Fund GP, LLC 1455 NW LEARY WAY, SUITE 400 SEATTLE, WA 98107 |
| X |
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22NW GP, Inc. 1455 NW LEARY WAY, SUITE 400 SEATTLE, WA 98107 |
| X |
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English Aron R. 1455 NW LEARY WAY, SUITE 400 SEATTLE, WA 98107 |
| X |
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Signatures
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22NW Fund, LP; By: 22NW Fund GP, LLC; By: /s/ Aron R. English, Manager | | 8/12/2021 |
**Signature of Reporting Person | Date |
22NW, LP; By: 22NW GP, Inc.; By: /s/ Aron R. English, President and Sole Shareholder | | 8/12/2021 |
**Signature of Reporting Person | Date |
22NW Fund GP, LLC; By: /s/ Aron R. English, Manager | | 8/12/2021 |
**Signature of Reporting Person | Date |
22NW GP, Inc., By: /s/ Aron R. English, President and Sole Shareholder | | 8/12/2021 |
**Signature of Reporting Person | Date |
/s/ Aron R. English | | 8/12/2021 |
**Signature of Reporting Person | Date |
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