Sec Form 4 Filing - English Aron R. @ DIRTT ENVIRONMENTAL SOLUTIONS LTD - 2024-01-09

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
English Aron 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)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
590 1ST AVE. S, UNIT C1
3. Date of Earliest Transaction (MM/DD/YY)
01/09/2024
(Street)
SEATTLE, WA98104
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 ) 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 (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
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 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
English Aron R.
590 1ST AVE. S
UNIT C1
SEATTLE, WA98104
X X
22NW, LP
590 1ST AVE. S
UNIT C1
SEATTLE, WA98104
X
22NW Fund, LP
590 1ST AVE. S
UNIT C1
SEATTLE, WA98104
X
22NW Fund GP, LLC
590 1ST AVE. S
UNIT C1
SEATTLE, WA98104
X
22NW GP, Inc.
590 1ST AVE. S
UNIT C1
SEATTLE, WA98104
X
Signatures
/s/ Aron R. English 01/23/2024
Signature of Reporting Person Date
22NW Fund, LP; By: 22NW Fund GP, LLC; By: /s/ Aron R. English, Manager 01/23/2024
Signature of Reporting Person Date
22NW, LP; By: 22NW GP, Inc.; By: /s/ Aron R. English, President and Sole Shareholder 01/23/2024
Signature of Reporting Person Date
22NW Fund GP, LLC; By: /s/ Aron R. English, Manager 01/23/2024
Signature of Reporting Person Date
22NW GP, Inc., By: /s/ Aron R. English, President and Sole Shareholder 01/23/2024
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. 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.

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