Sec Form 4 Filing - Kraus Charles R @ DIRTT ENVIRONMENTAL SOLUTIONS LTD - 2022-03-01

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
Kraus Charles R
2. Issuer Name and Ticker or Trading Symbol
DIRTT ENVIRONMENTAL SOLUTIONS LTD [ DRTT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
7303-30TH STREET SE
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2022
(Street)
CALGARY, A0T2C 1N6
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 03/01/2022 M 21,241 A 62,215 D
Common Shares 03/01/2022 F 7,520 D $ 1.88 54,695 D
Common Shares( 2 ) 03/01/2022 A 21,591 A $ 0 76,286 D
Common Shares( 2 ) 03/01/2022 F 7,643 D $ 1.88 68,643 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 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
Restricted Share Units ( 1 ) 03/01/2022 M 21,241 ( 1 ) ( 1 ) Common Shares 21,241 $ 0 42,484 D
Restricted Share Units ( 3 ) 03/01/2022 A 113,282 ( 3 ) ( 3 ) Common Shares 113,282 $ 0 113,282 D
Performance-Based Restricted Share Units ( 4 ) 03/01/2022 A 113,281( 4 ) ( 4 ) ( 4 ) Common Shares 113,281( 4 ) $ 0 113,281( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kraus Charles R
7303-30TH STREET SE
CALGARY, A0T2C 1N6
See Remarks
Signatures
/s/ Nandini Somayaji, as attorney-in-fact for Charles Kraus 03/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 1, 2021, the reporting person was granted 63,725 RSUs, vesting in three equal annual installments beginning on the first anniversary of the grant date. Each RSU represents a conditional right to receive a cash payment equal to the fair market value of Common Share or, at the Issuer's discretion, a number of Common Shares equal to the number of vested RSUs (or a combination of cash and Common Shares). One-third of the RSUs vested on March 1, 2022 and were converted into Common Stock on a one-to-one basis at the Issuer's discretion.
( 2 )On March 1, 2022, the reporting person was granted 21,591 share awards ("Share Awards"), and 7,643 shares were withheld to pay income taxes. Each Share Award represents an unrestricted Common Share of the Issuer.
( 3 )On March 1, 2022 the reporting person was granted 113,282 restricted share units ("RSUs"), vesting in three equal annual installments beginning on the first anniversary of the grant date. Each RSU represents a conditional right to receive a cash payment equal to the fair market value of one share of common stock of the Issuer (a "Common Share") or, at the Issuer's discretion, a number of Common Shares (or a combination of cash and Common Shares) equal to the fair market value of one Common Share.
( 4 )On March 1, 2022, the reporting person was granted a target number of RSUs equal to 113,281 restricted share units (the "Target Number of Restricted Share Units"). The number of RSUs that become vested RSUs will be between 0% and 150% of the Target Number of Restricted Share Units, depending on whether and to what extent certain trading price hurdles are achieved over the three-year performance period, which commenced on the date of grant. Vesting of the RSUs is further contingent upon the reporting person's continued employment through the end of the performance period. Each RSU represents a conditional right to receive a cash payment equal to the fair market value of one Common Share or, at the Issuer's discretion, a number of Common Shares (or a combination of cash and Common Shares) equal to the fair market value of one Common Share.

Remarks:
SVP, General Counsel & Corporate Secretary

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