| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/08/2019 | 3. Issuer Name and Ticker or Trading Symbol DIRTT ENVIRONMENTAL SOLUTIONS LTD [ DRTT ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Shares | 25,000 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Director and Employee Stock Option (right to buy) | (1) | 09/17/2023 | Common Shares | 750,000 | 4.82(2) | D | |
| Director and Employee Stock Option (right to buy) | (3) | 09/17/2023 | Common Shares | 825,000 | 4.82(2) | D | |
| Director and Employee Stock Option (right to buy) | (4) | 09/17/2023 | Common Shares | 900,000 | 4.82(2) | D | |
| Explanation of Responses: |
| 1. The option, representing a right to purchase a total of 750,000 shares, became exercisable as to 250,000 shares on September 18, 2019, with the remainder to vest in two equal annual installments thereafter, subject to continued service through each vesting date. |
| 2. The exercise price of the option of CAD$6.39 is converted to USD based on the daily average exchange rate as reported by the H.10 statistical release of the Board of Governors of the Federal Reserve System on September 27, 2019 of C$1.3250 = US$1.00. |
| 3. The option, representing a right to purchase a total of 825,000 shares, becomes exercisable when the closing price of the Company's Common Shares on the Toronto Stock Exchange reaches CAD$13.26 for 20 consecutive trading days. |
| 4. The option, representing a right to purchase a total of 900,000 shares, becomes exercisable when the closing price of the Company's Common Shares on the Toronto Stock Exchange reaches CAD$19.11 for 20 consecutive trading days. |
| Remarks: |
| President and Chief Executive Officer and Director. See attached for Exhibit 24 - Power of Attorney |
| /s/ Nandini Somayaji, as attorney-in-fact for Kevin O'Meara | 10/08/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
