Noll Shaun Form 4 DIRTT ENVIRONMENTAL SOLUTIONS / Shaun Noll ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Noll Shaun

(Last) (First) (Middle)

7303 30 STREET SE

(Street)

CALGARY A0 T2C1N6

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DIRTT ENVIRONMENTAL SOLUTIONS LTD [ DRTTF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Rights to purchase Common Shares	(1)	12/20/2023		P		7,283,697		(1)	(1)	Common Shares	5,957,337(1)	$0.0412(2)	29,479,286	I	See footnote(3)
Rights to purchase Common Shares	(1)							(1)	(1)	Common Shares	8.307		10,157	D

1. Name and Address of Reporting Person^*

Noll Shaun

(Last) (First) (Middle)

7303 30 STREET SE

(Street)

CALGARY A0 T2C1N6

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WWT Opportunity #1 LLC

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS

46TH FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

Explanation of Responses:

1. The Issuer distributed transferable subscription rights (the "Rights") to purchase up to an aggregate of 85,714,285 Common Shares, at no charge, to holders of record of the Common Shares as of the close of business on December 12, 2023. Subject to the applicable terms and conditions, each Right entitles the holder thereof to purchase 0.81790023 Common Shares from the Issuer at a subscription price of CA$0.35 per whole Common Share, as further described in the Issuer's Free Writing Prospectus filed with the SEC on December 11, 2023.

2. WWT1 purchased 7,283,697 Rights in private transactions at a price of CA$0.0549 per Right. The purchase price of US$0.0412 per Right reported above is based on the December 20, 2023 daily exchange rate of CA$1.331 per $US$1.00, as published by the Bank of Canada on December 21, 2023.

3. These securities are held by WWT Opportunity #1 LLC ("WWT1"). Shaun Noll, as the Managing Member of WWT1, may be deemed a beneficial owner of securities held by WWT1, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

	/s/ Shaun Noll	12/22/2023
	/s/ Shaun Noll, Managing Member of WWT Opportunity #1 LLC	12/22/2023
	** 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 4 (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).
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