Sec Form 3 Filing - Metcalf Jeffrey @ DIRTT ENVIRONMENTAL SOLUTIONS LTD - 2022-05-09

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Metcalf Jeffrey
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 S.E.
3. Date of Earliest Transaction (MM/DD/YY)
05/09/2022
(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 51,740 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
Stock Option (right to buy) $ 6.083( 2 ) ( 1 ) 05/16/2024 Common Shares 23,256 D
Restricted Share Units ( 3 ) ( 3 ) 06/17/2023 Common Shares 26,667 D
Restricted Share Units ( 4 ) ( 4 ) 03/01/2024 Common Shares 18,100 D
Performance-Based Restricted Share Units ( 5 ) ( 5 ) 03/01/2024 Common Shares 9,050 D
Restricted Share Units ( 6 ) ( 6 ) 03/01/2025 Common Shares 33,708 D
Performance-Based Restricted Share Units ( 7 ) ( 7 ) 03/01/2025 Common Shares 11,236 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Metcalf Jeffrey
7303 30TH STREET S.E.
CALGARY, A0T2C 1N6
See Remarks
Signatures
/s/ Nandini Somayaji, as attorney-in-fact for Jeffrey Metcalf 05/19/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 17, 2019, the reporting person was granted a stock option representing a right to purchase a total of 23,236 common shares of the Issuer ("Common Shares"), vesting in three equal annual installments beginning on first anniversary of the grant date.
( 2 )The exercise price of the option of CAD$7.84 is converted to USD based on the Bank of Canada exchange rate on May 16, 2022 of C$1.2888= US$1.00.
( 3 )On June 17, 2020, the reporting person was granted 40,000 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 Common Share of the Issuer 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, 2021, the reporting person was granted 27,150 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 Common Share of the Issuer 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.
( 5 )On March 1, 2021, the reporting person was granted a target number of RSUs equal to 9,050 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.
( 6 )On March 1, 2022, the reporting person was granted 33,708 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 Common Share of the Issuer 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.
( 7 )On March 1, 2022, the reporting person was granted a target number of RSUs equal to 11,236 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:
Interim Chief Financial OfficerSee attached for Exhibit 24 - Power of Attorney

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