0001193805-24-000084.txt : 20240123 0001193805-24-000084.hdr.sgml : 20240123 20240123105424 ACCESSION NUMBER: 0001193805-24-000084 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240109 FILED AS OF DATE: 20240123 DATE AS OF CHANGE: 20240123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22NW, LP CENTRAL INDEX KEY: 0001694297 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39061 FILM NUMBER: 24550961 BUSINESS ADDRESS: STREET 1: 590 1ST AVE S, UNIT C1 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 206-437-9174 MAIL ADDRESS: STREET 1: 590 1ST AVE S, UNIT C1 CITY: SEATTLE STATE: WA ZIP: 98104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22NW Fund, LP CENTRAL INDEX KEY: 0001640809 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39061 FILM NUMBER: 24550960 BUSINESS ADDRESS: STREET 1: 1455 NW LEARY WAY STREET 2: SUITE 400 CITY: SEATTLE STATE: WA ZIP: 98107 BUSINESS PHONE: 206-227-3078 MAIL ADDRESS: STREET 1: 1455 NW LEARY WAY STREET 2: SUITE 400 CITY: SEATTLE STATE: WA ZIP: 98107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22NW GP, Inc. CENTRAL INDEX KEY: 0001783663 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39061 FILM NUMBER: 24550958 BUSINESS ADDRESS: STREET 1: 1455 NW LEARY WAY, SUITE 400 CITY: SEATTLE STATE: WA ZIP: 98107 BUSINESS PHONE: 206-227-3078 MAIL ADDRESS: STREET 1: 1455 NW LEARY WAY, SUITE 400 CITY: SEATTLE STATE: WA ZIP: 98107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: English Aron R. CENTRAL INDEX KEY: 0001770436 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39061 FILM NUMBER: 24550962 MAIL ADDRESS: STREET 1: 1455 NW LEARY WAY, SUITE 400 CITY: SEATTLE STATE: WA ZIP: 98107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22NW Fund GP, LLC CENTRAL INDEX KEY: 0001770575 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39061 FILM NUMBER: 24550959 BUSINESS ADDRESS: STREET 1: 1455 NW LEARY WAY, SUITE 400 CITY: SEATTLE STATE: WA ZIP: 98107 BUSINESS PHONE: 206-227-3078 MAIL ADDRESS: STREET 1: 1455 NW LEARY WAY, SUITE 400 CITY: SEATTLE STATE: WA ZIP: 98107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DIRTT ENVIRONMENTAL SOLUTIONS LTD CENTRAL INDEX KEY: 0001340476 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology 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 e619202_4-english.xml X0508 4 2024-01-09 0 0001340476 DIRTT ENVIRONMENTAL SOLUTIONS LTD DRTT 0001770436 English Aron R. 590 1ST AVE. S UNIT C1 SEATTLE WA 98104 1 0 1 0 0001694297 22NW, LP 590 1ST AVE. S UNIT C1 SEATTLE WA 98104 0 0 1 0 0001640809 22NW Fund, LP 590 1ST AVE. S UNIT C1 SEATTLE WA 98104 0 0 1 0 0001770575 22NW Fund GP, LLC 590 1ST AVE. S UNIT C1 SEATTLE WA 98104 0 0 1 0 0001783663 22NW GP, Inc. 590 1ST AVE. S UNIT C1 SEATTLE WA 98104 0 0 1 0 0 Common Shares 2024-01-09 4 X 0 1575057 0.3500 A 3352427 D Common Shares 2024-01-09 4 X 0 28191998 0.3500 A 54072786 I By: 22NW Fund, LP Common Shares 2024-01-09 4 J 0 4117741 0.3500 A 7470167 D Common Shares 2024-01-09 4 J 0 4117741 0.3500 D 49955045 I By: 22NW Fund, LP Subscription Rights (right to buy) 0.3500 2024-01-09 4 X 0 1777369 0 A 2023-12-15 2024-01-05 Common Shares 1575057 0 D Subscription Rights (right to buy) 0.3500 2024-01-09 4 X 0 25880788 0 A 2023-12-15 2024-01-05 Common Shares 28191998 0 I By: 22NW Fund, LP This Form 4 is filed jointly by 22NW Fund, LP ("22NW Fund"), 22NW, LP ("22NW"), 22NW Fund GP, LLC ("22NW GP"), 22NW GP, Inc. ("22NW Inc.") and Aron R. English (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding Common Shares. Mr. English is also a director of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. On January 9, 2024, the Issuer announced the results of its CA$30.0 million rights offering (the "Rights Offering"). Each subscription right was exercisable for 0.81790023 Common Shares, rounded down to the nearest whole number, together with oversubscription rights. The Reporting Persons participated in the Rights Offering in full, as well as exercising their oversubscription rights, at a subscription price of CA$0.35 per Common Share. The number of Common Shares reported above includes the allocation pursuant to the Reporting Persons' exercise of their oversubscription rights. The Reporting Persons did not receive confirmation of the receipt of the Common Shares issued pursuant to the exercise of their oversubscription rights until January 22, 2024. Represents Canadian dollars (C$). Securities owned directly by 22NW Fund. As the investment manager to 22NW Fund, 22NW may be deemed to beneficially own the securities owned directly by 22NW Fund. As the general partner of 22NW Fund, 22NW GP may be deemed to beneficially own the securities owned directly by 22NW Fund. As the general partner of 22NW, 22NW Inc. may be deemed to beneficially own the securities owned directly by 22NW Fund. Mr. English, as the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc., may be deemed to beneficially own the securities owned directly by 22NW Fund. Represents an internal transfer from 22NW Fund to Mr. English. /s/ Aron R. English 2024-01-23 22NW Fund, LP; By: 22NW Fund GP, LLC; By: /s/ Aron R. English, Manager 2024-01-23 22NW, LP; By: 22NW GP, Inc.; By: /s/ Aron R. English, President and Sole Shareholder 2024-01-23 22NW Fund GP, LLC; By: /s/ Aron R. English, Manager 2024-01-23 22NW GP, Inc., By: /s/ Aron R. English, President and Sole Shareholder 2024-01-23