Sec Form 13D Filing - Noll Shaun filing for DIRTT ENVIRONMENTAL SOLUTIONS (DRTTF) - 2021-11-17

 

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
			8,052,621
		9	SOLE DISPOSITIVE POWER
			None
		10	SHARED DISPOSITIVE POWER
			8,052,621
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,052,621
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)
	9.4% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

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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
			3,059,048
		9	SOLE DISPOSITIVE POWER
			None
		10	SHARED DISPOSITIVE POWER
			3,059,048
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,059,048
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)
	3.6%  (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1)	Based upon 85,334,555 Common Shares outstanding as of October 29, 2021, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 3, 2021.

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This Statement on Schedule 13D (this “Statement”) relates to the shares of common stock, no par value per share (the “Common Shares”), of DIRTT Environmental Solutions Ltd., an Alberta, Canada corporation (the “Issuer”).  The address of the Issuer's principal executive offices is 7303 30^th Street S.E., Calgary, Alberta, Canada T2C 1N6.

•	726 BF LLC (“726 BF”);

•	Peter Briger;

•	726 BC LLC (“726 BC”);

•	Matthew Briger; and

•	Shaun Noll

* The Reporting Persons have entered into a joint filing agreement, dated as of November 16, 2021, a copy of which is attached hereto as Exhibit 99.1.

As of the date hereof, and as reflected in this Statement, the Reporting Persons beneficially own an aggregate of 11,475,626 Common Shares (the “Subject Shares”).

The Subject Shares were acquired by or on behalf 726 BF, 726 BC or Shaun Noll in open-market purchases using personal funds of the natural persons among the Reporting Persons (including to fund working capital of 726 BF and 726 BC).  The aggregate consideration paid for the Subject Shares purchased by the Reporting Persons, including brokerage commissions, was approximately $24,712,965.

The Subject Shares were acquired for investment purposes. Each of the Reporting Persons (directly or through advisors) may from time to time conduct analyses and engage in discussions with some or all of the Issuer’s Board of Directors (the “Board”), management, other shareholders, and other interested third parties, concerning the business, assets, capitalization, financial condition, operations, governance, management, and strategic future plans of the Issuer, all of which could relate to or result in one or more of the types of transactions or results described in paragraphs (a)-(j) of Item 4 to Schedule 13D

Each of the Reporting Persons intends to review its investment in the Issuer on a continuing basis and may, from time to time and at any time in the future depending on various factors, including without limitation the outcome of any analyses and discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Common Shares, other investment opportunities available to such  Reporting Person, conditions in the securities market and general economic and industry conditions, take such actions with respect to the Subject Shares and the Common Shares more generally as such Reporting Person deems appropriate, including:  (i) acquiring additional Common Shares and/or other equity or other securities of the Issuer (or derivative or other instruments that are based upon or relate to the value thereof) (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; or (iii) engaging in any hedging or similar transactions with respect to the Securities.

Except as set forth herein, the Reporting Persons have no plans and have made no proposals concerning the matters described in paragraphs (a)-(j) of Item 4 to Schedule 13D.

(a) and (b)

The aggregate percentage of the outstanding Common Shares reported as beneficially owned by each Reporting Person is based upon 85,334,555 Common Shares outstanding as of October 29, 2021, as disclosed in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Commission on November 3, 2021.

 

726 BF is the record owner of, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 8,052,621 Common Shares, representing 9.4% of the outstanding Common Shares.  Peter Briger, as the Manager of 726 BF, beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 8,052,621 Common Shares beneficially owned by 726 BF, representing 9.4% of the outstanding Common Shares.

726 BC is the record owner of, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 3,059,048 Common Shares, representing 3.6% of the outstanding Common Shares.  Matthew Briger, as the Manager of 726 BC, beneficially owns, and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 3,059,048 Common Shares beneficially owned by 726 BC, representing 3.6% of the outstanding Common Shares.

Shaun Noll is the record owner of, and has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, 363,957 Common Shares, representing 0.4% of the outstanding Common Shares.  In addition, Shaun Noll, as the Chief Investment Officer and President of both 726 BC and 726 BF, has been delegated power to vote and dispose of the 8,052,621 Common Shares owned by 726 BF and the 3,059,048 Common Shares owned by 726 BC and, accordingly, may be deemed to beneficially own the shares of the Issuer owned directly by such entities, reflecting, in the aggregate, 13.0% of the outstanding Common Shares.  Together with the Common Shares that he directly owns, Shaun Noll may be deemed the beneficial owner of an aggregate of 11,475,626 Common Share, representing 13.4% of the outstanding Common Shares.

 

 

Not applicable.

 

 

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:  November 16, 2021

 

 

 

 

EXHIBIT 99.1

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to such statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entity or person, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated:  November 16, 2021