Noll Shaun SC 13D/A DIRTT ENVIRONMENTAL SOLUTIONS / Noll Shaun ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

DIRTT Environmental Solutions Ltd.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

25490H106

(CUSIP Number)

Shaun Noll

2494 Sand Hill Rd.,

Menlo Park, CA, 94025

(415) 284-7486)

 (Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

December 9, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 25490H106 Page 2

1	NAMES OF REPORTING PERSONS
	726 BF LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None
		8	SHARED VOTING POWER
			11,928,214
		9	SOLE DISPOSITIVE POWER
			None
		10	SHARED DISPOSITIVE POWER
			11,928,214
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,928,214
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	12.2% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based upon 97,382,390 shares of common stock, no par value per share (the “Common Shares”), outstanding following the Private Placement described in Amendment No. 3.

CUSIP No. 25490H106 Page 3

1	NAMES OF REPORTING PERSONS
	Peter Briger
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None
		8	SHARED VOTING POWER
			11,928,214
		9	SOLE DISPOSITIVE POWER
			None
		10	SHARED DISPOSITIVE POWER
			11,928,214
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,928,214
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	12.2% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based upon 97,382,390 Common Shares outstanding following the Private Placement described in Amendment No. 3.

CUSIP No. 25490H106 Page 4

1	NAMES OF REPORTING PERSONS
	726 BC LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None
		8	SHARED VOTING POWER
			4,996,844
		9	SOLE DISPOSITIVE POWER
			None
		10	SHARED DISPOSITIVE POWER
			4,996,844
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,996,844
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.1% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based upon 97,382,390 Common Shares outstanding following the Private Placement described in Amendment No. 3.

CUSIP No. 25490H106 Page 5

1	NAMES OF REPORTING PERSONS
	Matthew Briger
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None
		8	SHARED VOTING POWER
			4,996,844
		9	SOLE DISPOSITIVE POWER
			None
		10	SHARED DISPOSITIVE POWER
			4,996,844
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,996,844
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.1%  (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based upon 97,382,390 Common Shares outstanding following the Private Placement described in Amendment No. 3.

CUSIP No. 25490H106 Page 6

1	NAMES OF REPORTING PERSONS
	Shaun Noll
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,145,207
		8	SHARED VOTING POWER
			16,925,058
		9	SOLE DISPOSITIVE POWER
			1,145,207
		10	SHARED DISPOSITIVE POWER
			16,925,058
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,070,265
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.6%  (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Based upon 97,382,390 Common Shares outstanding following the Private Placement described in Amendment No. 3.

This Amendment No. 3 (this “Amendment No. 4”) to the Statement on Schedule 13D in respect of the Common Shares of the Issuer (as hereby amended, the “Statement”) is being filed by the Reporting Persons with the SEC to report the events described herein. This Amendment amends and supplements the Statement as originally filed with the SEC on November 17, 2021 and previously amended on January 14, 2022, June 24, 2022 and December 2, 2022. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Statement prior to amendment by this Amendment No. 4.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On December 9, 2022, 726 BF LLC purchased 2,313,094 Common Shares in open market transactions, for total consideration of $693,928.20, including commissions, On the same date, 726 BC LLC purchased 1,156,547 Common Shares in open market transactions, for total consideration of $346,964.10, including commissions. Each Reporting Person made its purchase from cash on hand.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5(a)-(b) of the Statement on Schedule 13D is hereby amended and restated in its entirety as follows:

“The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Amendment No. 4 is incorporated by reference in its entirety into this Item 5.”

Item 5(c) of the Statement on Schedule 13D is hereby amended by the addition of the following:

“Except for the transactions described in Item 3 of this Amendment, the Reporting Persons have not engaged in any transaction in Common Shares since filing Amendment No. 3.”

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated:  December 12, 2022

726 BF LLC
By:	/s/ Shaun Noll
	Name:  Shaun Noll
	Title:    Chief Investment Officer and President

PETER BRIGER
By:	/s/ Shaun Noll
	Name: Shaun Noll attorney-in-fact for Peter Briger

726 BC LLC
By:	/s/ Shaun Noll
	Name:  Shaun Noll
	Title:    Chief Investment Officer and President

MATTHEW BRIGER
By:	/s/ Shaun Noll
	Name: Shaun Noll attorney-in-fact for Matthew Briger

SHAUN NOLL
By:	/s/ Shaun Noll
	Name: Shaun Noll