Sec Form 4 Filing - Noll Shaun @ DIRTT ENVIRONMENTAL SOLUTIONS LTD - 2023-12-04

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Noll Shaun
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)
(Last) (First) (Middle)
7303 30 STREET SE,
3. Date of Earliest Transaction (MM/DD/YY)
12/04/2023
(Street)
CALGARY, A0T2C1N6
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 0 I ( 2 ) By 726 BC LLC
Common Shares 12/01/2023 J( 1 ) 11,928,214 D 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Re ported 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Noll Shaun
7303 30 STREET SE
CALGARY, A0T2C1N6
X X
Briger Peter L JR
1345 AVENUE OF THE AMERICAS
46TH FLOOR
NEW YORK, NY10105
Former member of 10% group.
726 BC LLC
455 NORTH CITY FRONT PLAZA DRIVE
SUITE 1730
CHICAGO, IL60611
Former member of 10% group.
Briger Matthew
455 NORTH CITY FRONT PLAZA DRIVE
SUITE 1730
CHICAGO, IL60611
Former member of 10% group.
726 BF LLC
314 LYTTON AVENUE, SUITE 200
PALO ALTO, CA94301
Former member of 10% group.
Signatures
/s/ Shaun Noll 12/05/2023
Signature of Reporting Person Date
/s/ Shaun Noll, attorney-in-fact for Peter Briger 12/05/2023
Signature of Reporting Person Date
/s/ Shaun Noll, Chief Investment Officer and President of 726 BF LLC 12/05/2023
Signature of Reporting Person Date
/s/ Shaun Noll, attorney-in-fact for Matthew Briger 12/05/2023
Signature of Reporting Person Date
/s/ Shaun Noll, Chief Investment Officer and President of 726 BC LLC 12/05/2023
Signature of Reporting Person Date
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.

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