Sec Form 13D Filing - Noll Shaun filing for DIRTT ENVIRONMENTAL SOLUTIONS (DRTTF) - 2022-12-02

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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
			13,455,417
		9	SOLE DISPOSITIVE POWER
			1,145,207
		10	SHARED DISPOSITIVE POWER
			13,455,417
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,600,624
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)
	15.0%  (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(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 Item 4.

On November 30, 2022, 726 BF LLC purchased 1,562,499 Common Shares, 726 BC LLC purchased 781,249 Common Shares, and Shaun Noll purchased 781,250 Common Shares, each at a price of $0.32 per Common Share, using working capital in the first two cases and personal funds in the last case. The Reporting Persons were participants in a private placement (the “Private Placement”) pursuant to a subscription agreement (the “Subscription Agreement”), all described more fully by the Issuer in a Current Report on Form 8-K (the “Private Placement Announcement”) filed with the SEC on November 18, 2022. The disclosure herein is qualified by reference to the Private Placement Announcement and the Subscription Agreement attached thereto as Exhibit 10.1.

As previously disclosed by the Issuer, the Reporting Persons have committed to purchase Common Shares having an aggregate subscription price of not less than $1.0 million in any rights offering conducted by the Issuer within one year of the closing of the Private Placement, or a greater amount if permitted by applicable requirements on the Toronto Stock Exchange. The subscription price for such Common Shares will be the same as the subscription price under the basic subscription privilege to all other shareholders under any such future rights offering.

In connection with his service as a director of the Issuer, Mr. Noll has been granted 62,748 deferred share units pursuant to the Issuer’s Deferred Share Unit Plan for Non-Employee Directors. Each deferred share unit is the economic equivalent of one Common Share. Generally, thirty days following the date that Mr. Noll ceases to serve on the board of directors of the Issuer, the deferred share units will be settled in cash based on the volume weighted average price of the Common Shares for the five immediately preceding days on which the Common Shares were trading on the Toronto Stock Exchange; provided, however that if the Issuer's Common Shares are trading on more than one exchange at such time, such calculation shall be based on the trading price over such five day period on the stock exchange with the higher average trading volume over the twenty trading days immediately prior to such date.