Sec Form 4 Filing - 22NW, LP @ DIRTT ENVIRONMENTAL SOLUTIONS LTD - 2021-11-01

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
22NW, LP
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1455 NW LEARY WAY, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
11/01/2021
(Street)
SEATTLE, WA98107
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 ( 1 ) 11/01/2021 P 134,356 A $ 3.1769 ( 3 ) 15,783,761 I By: 22NW Fund, LP ( 2 )
Common Shares ( 1 ) 11/02/2021 P 61,549 A $ 3.043 ( 4 ) 15,845,310 I By: 22NW Fund, LP ( 2 )
Common Shares ( 1 ) 11/03/2021 P 48,855 A $ 3.0065 ( 5 ) 15,894,165 I By: 22NW Fund, LP ( 2 )
Common Shares ( 1 ) 214,869 I By: Aron R. English
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
22NW, LP
1455 NW LEARY WAY, SUITE 400
SEATTLE, WA98107
X
22NW Fund, LP
1455 NW LEARY WAY, SUITE 400
SEATTLE, WA98107
X
22NW Fund GP, LLC
1455 NW LEARY WAY, SUITE 400
SEATTLE, WA98107
X
22NW GP, Inc.
1455 NW LEARY WAY, SUITE 400
SEATTLE, WA98107
X
English Aron R.
1455 NW LEARY WAY, SUITE 400
SEATTLE, WA98107
X
Signatures
22NW Fund, LP; By: 22NW Fund GP, LLC; By: /s/ Aron R. English, Manager 11/03/2021
Signature of Reporting Person Date
22NW, LP; By: 22NW GP, Inc.; By: /s/ Aron R. English, President and Sole Shareholder 11/03/2021
Signature of Reporting Person Date
22NW Fund GP, LLC; By: /s/ Aron R. English, Manager 11/03/2021
Signature of Reporting Person Date
22NW GP, Inc., By: /s/ Aron R. English, President and Sole Shareholder 11/03/2021
Signature of Reporting Person Date
/s/ Aron R. English 11/03/2021
Signature of Reporting Person Date
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. 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 )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.
( 3 )The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.1200 to $3.2000. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 4 )The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.9550 to $3.1950. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 5 )The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.9700 to $3.0300. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

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