0000895345-23-000669.txt : 20231205 0000895345-23-000669.hdr.sgml : 20231205 20231205160037 ACCESSION NUMBER: 0000895345-23-000669 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231204 FILED AS OF DATE: 20231205 DATE AS OF CHANGE: 20231205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Noll Shaun CENTRAL INDEX KEY: 0001821774 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39061 FILM NUMBER: 231466478 MAIL ADDRESS: STREET 1: 55 SPEAR STREET, 42ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Briger Peter L JR CENTRAL INDEX KEY: 0001380193 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39061 FILM NUMBER: 231466477 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 726 BF LLC CENTRAL INDEX KEY: 0001835423 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39061 FILM NUMBER: 231466474 BUSINESS ADDRESS: STREET 1: 314 LYTTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (707) 495-8353 MAIL ADDRESS: STREET 1: 314 LYTTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 726 BC LLC CENTRAL INDEX KEY: 0001835261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39061 FILM NUMBER: 231466476 BUSINESS ADDRESS: STREET 1: 455 NORTH CITY FRONT PLAZA DRIVE STREET 2: SUITE 1730 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: (707) 495-8353 MAIL ADDRESS: STREET 1: 455 NORTH CITY FRONT PLAZA DRIVE STREET 2: SUITE 1730 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Briger Matthew CENTRAL INDEX KEY: 0001835334 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39061 FILM NUMBER: 231466475 MAIL ADDRESS: STREET 1: 455 NORTH CITY FRONT PLAZA DRIVE STREET 2: SUITE 1730 CITY: CHICAGO STATE: IL ZIP: 60611 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DIRTT ENVIRONMENTAL SOLUTIONS LTD CENTRAL INDEX KEY: 0001340476 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7303 30 ST S E CITY: CALGARY ALBERTA T2C 1N6 CAN STATE: A0 ZIP: T2C 1N6 BUSINESS PHONE: 403-723-5000 MAIL ADDRESS: STREET 1: 7303 30 ST S E CITY: CALGARY ALBERTA T2C 1N6 CAN STATE: A0 ZIP: T2C 1N6 4 1 form4.xml X0508 4 2023-12-04 0001340476 DIRTT ENVIRONMENTAL SOLUTIONS LTD DRTTF 0001821774 Noll Shaun 7303 30 STREET SE CALGARY A0 T2C1N6 ALBERTA, CANADA true true 0001380193 Briger Peter L JR 1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK NY 10105 true Former member of 10% group. 0001835261 726 BC LLC 455 NORTH CITY FRONT PLAZA DRIVE SUITE 1730 CHICAGO IL 60611 true Former member of 10% group. 0001835334 Briger Matthew 455 NORTH CITY FRONT PLAZA DRIVE SUITE 1730 CHICAGO IL 60611 true Former member of 10% group. 0001835423 726 BF LLC 314 LYTTON AVENUE, SUITE 200 PALO ALTO CA 94301 true Former member of 10% group. false Common Shares 2023-12-01 4 J 0 4996844 D 0 I By 726 BC LLC Common Shares 2023-12-01 4 J 0 11928214 D 0 I By 726 BF LLC Common Shares 2023-12-01 4 P 0 3939925 0.2813 A 22185432 I WWT Opportunity #1 LLC Common Shares 10157 D On December 1, 2023: 726 BF LLC ("726 BF") contributed 11,928,214 DIRTT Environmental Solutions Ltd. common shares (the "Common Shares"), no par value, to a newly-formed LLC, WWT Opportunity #1 LLC ("WWT1"); 726 BC LLC ("726 BC") contributed 4,996,844 Common Shares to WWT1; and Shaun Noll contributed 1,320,449 Common Shares to WWT1. Peter Briger, as the Manager of 726 BF, may have been deemed to beneficially own the Common Shares held by 726 BF. Mr. Noll was delegated power to dispose of the securities owned by 726 BF and, accordingly, Mr. Noll may have been deemed to beneficially own the Common Shares held by 726 BF for the purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). This Form 4 shall not be deemed an admission that Mr. Noll was, for purposes of Section 16 of the Exchange Act, a beneficial owner of Common Shares held by 726 BF. Matthew Briger, as the Manager of 726 BC, may be deemed to beneficially own the shares of the Issuer owned directly by 726 BC. Mr. Noll was delegated power to dispose of the securities owned by 726 BC and, accordingly, Mr. Noll may have been deemed to beneficially own the Common Shares held by 726 BC for the purposes of Section 13(d) of the Exchange Act. This Form 4 shall not be deemed an admission that Mr. Noll was, for purposes of Section 16 of the Exchange Act, a beneficial owner of Common Shares held by 726 BC. WWT1 purchased these Common Shares from a third party for CA$0.38 per Common Share. The price of US$0.2813 per Common Share reported above reflects a daily exchange rate of CA$1.3507 per US dollar on December 1, 2023, as reported by the Bank of Canada on December 4, 2023. Mr. Noll, as the Managing Member of WWT1, may be deemed a beneficial owner of Common Shares held by WWT1, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Each of Peter Briger, 726 BF, Matthew Briger and 726 BC has ceased to be a beneficial owner of Common Shares and is no longer subject to Section 16. /s/ Shaun Noll 2023-12-05 /s/ Shaun Noll, attorney-in-fact for Peter Briger 2023-12-05 /s/ Shaun Noll, Chief Investment Officer and President of 726 BF LLC 2023-12-05 /s/ Shaun Noll, attorney-in-fact for Matthew Briger 2023-12-05 /s/ Shaun Noll, Chief Investment Officer and President of 726 BC LLC 2023-12-05