SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Karkkainen Denise

(Last)

(First)

(Middle)

7303 30TH STREET S.E.

(Street)

CALGARY

T2C 1N6

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2019

3. Issuer Name and Ticker or Trading Symbol
DIRTT ENVIRONMENTAL SOLUTIONS LTD [ DRTT ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	23,300	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Director and Employee Stock Option (right to buy)	⁽¹⁾	08/16/2020	Common Shares	25,000	$4.6⁽²⁾	D
Director and Employee Stock Option (right to buy)	⁽³⁾	11/20/2021	Common Shares	15,000	$4.35⁽⁴⁾	D
Deferred Share Units	⁽⁵⁾	⁽⁵⁾	Common Shares	11,568	⁽⁵⁾	D

Explanation of Responses:

1. The option, representing a right to purchase a total of 25,000 shares, is fully exercisable as of the date hereof.

2. The exercise price of the option of CAD$6.10 is converted to USD based on the daily average exchange rate as reported by the H.10 statistical release of the Board of Governors of the Federal Reserve System on September 27, 2019 of C$1.3250 = US$1.00.

3. The option, representing a right to purchase a total of 15,000 shares, became exercisable as to 5,000 shares on November 21, 2017 and as to 5,000 shares on November 21, 2018, with the remainder to vest on November 21, 2019, subject to continued service through each vesting date.

4. The exercise price of the option of CAD$5.76 is converted to USD based on the daily average exchange rate as reported by the H.10 statistical release of the Board of Governors of the Federal Reserve System on September 27, 2019 of C$1.3250 = US$1.00.

5. Each deferred share unit is the economic equivalent of one share of the Issuer's Common Shares. Upon the Reporting Person's resignation, death or retirement from the board of directors of the Issuer, the deferred share units will be settled in cash based on a conversion price that is equal to, if the Common Shares are listed on more than one stock exchange, the volume weighted average price of the Common Shares for the five trading days on which the Common Shares were trading, based on the stock exchange with the higher average trading volume over the twenty trading days immediately prior to such date.

Remarks:

See attached for Exhibit 24 - Power of Attorney

	/s/ Nandini Somayaji, as attorney-in-fact for Denise Karkkainen	10/08/2019
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.