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^*

English Aron R.

(Last)

(First)

(Middle)

590 1ST AVE. S

UNIT C1

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

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

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⁽¹⁾	01/09/2024		X⁽²⁾		1,575,057	A	$0.35⁽³⁾	3,352,427	D
Common Shares⁽¹⁾	01/09/2024		X⁽²⁾		28,191,998	A	$0.35⁽³⁾	54,072,786	I	By: 22NW Fund, LP⁽⁴⁾
Common Shares⁽¹⁾	01/09/2024		J⁽⁵⁾		4,117,741	A	$0.35⁽³⁾	7,470,167	D
Common Shares⁽¹⁾	01/09/2024		J⁽⁵⁾		4,117,741	D	$0.35⁽³⁾	49,955,045	I	By: 22NW Fund, LP⁽⁴⁾

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)	$0.35⁽³⁾	01/09/2024		X		1,777,369		12/15/2023	01/05/2024	Common Shares	1,575,057	$0	0	D
Subscription Rights (right to buy)	$0.35⁽³⁾	01/09/2024		X		25,880,788		12/15/2023	01/05/2024	Common Shares	28,191,998	$0	0	I	By: 22NW Fund, LP⁽⁴⁾

1. Name and Address of Reporting Person^*

English Aron R.

(Last)

(First)

(Middle)

590 1ST AVE. S

UNIT C1

(Street)

SEATTLE

98104

(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^*

22NW, LP

(Last)

(First)

(Middle)

590 1ST AVE. S

UNIT C1

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

22NW Fund, LP

(Last)

(First)

(Middle)

590 1ST AVE. S

UNIT C1

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

22NW Fund GP, LLC

(Last)

(First)

(Middle)

590 1ST AVE. S

UNIT C1

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

22NW GP, Inc.

(Last)

(First)

(Middle)

590 1ST AVE. S

UNIT C1

(Street)

SEATTLE

98104

(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. 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. Mr. English is also a director of the Issuer. 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. On January 9, 2024, the Issuer announced the results of its CA$30.0 million rights offering (the "Rights Offering"). Each subscription right was exercisable for 0.81790023 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 Common Share. The number of Common Shares reported above includes the allocation pursuant to the Reporting Persons' exercise of their oversubscription rights. The Reporting Persons did not receive confirmation of the receipt of the Common Shares issued pursuant to the exercise of their oversubscription rights until January 22, 2024.

3. Represents Canadian dollars (C$).

4. 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.

5. Represents an internal transfer from 22NW Fund to Mr. English.

	/s/ Aron R. English	01/23/2024
	22NW Fund, LP; By: 22NW Fund GP, LLC; By: /s/ Aron R. English, Manager	01/23/2024
	22NW, LP; By: 22NW GP, Inc.; By: /s/ Aron R. English, President and Sole Shareholder	01/23/2024
	22NW Fund GP, LLC; By: /s/ Aron R. English, Manager	01/23/2024
	22NW GP, Inc., By: /s/ Aron R. English, President and Sole Shareholder	01/23/2024
	** 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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