Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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^*

Noll Shaun

(Last)

(First)

(Middle)

7303 30 STREET SE

(Street)

CALGARY

T2C1N6

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DIRTT ENVIRONMENTAL SOLUTIONS LTD [ DRTTF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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^*

Noll Shaun

(Last)

(First)

(Middle)

7303 30 STREET SE

(Street)

CALGARY

T2C1N6

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WWT Opportunity #1 LLC

(Last)

(First)

(Middle)

1345 AVENUE OF THE AMERICAS

46TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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).
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