0000921895-20-002314.txt : 20200824 0000921895-20-002314.hdr.sgml : 20200824 20200824170345 ACCESSION NUMBER: 0000921895-20-002314 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200824 DATE AS OF CHANGE: 20200824 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91166 FILM NUMBER: 201128572 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Noll Shaun CENTRAL INDEX KEY: 0001821774 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 55 SPEAR STREET, 42ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94101 SC 13G 1 sc13g12761drtt_08212020.htm SCHEDULE 13G

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No.   )1

 

DIRTT Environmental Solutions Ltd.

 (Name of Issuer)

Common Shares

 (Title of Class of Securities)

25490H 10 6

 (CUSIP Number)

July 31, 2020

 (Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

   ☐  Rule 13d-1(b)

   ☒  Rule 13d-1(c)

   ☐  Rule 13d-1(d)

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 25490H 10 6

 

  1   NAME OF REPORTING PERSON  
         
        726 BF LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         3,394,884  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          3,394,884  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,394,884  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        4.0%  
  12   TYPE OF REPORTING PERSON  
         
        CO  

  

2

CUSIP No. 25490H 10 6

  1   NAME OF REPORTING PERSON  
         
        PETER BRIGER  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         3,394,884  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          3,394,884  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,394,884  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        4.0%  
  12   TYPE OF REPORTING PERSON  
         
        IN  

  

3

CUSIP No. 25490H 10 6

 

  1   NAME OF REPORTING PERSON  
         
        726 BC LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         2,147,179  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          2,147,179  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,147,179  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        2.5%  
  12   TYPE OF REPORTING PERSON  
         
        CO  

  

4

CUSIP No. 25490H 10 6

 

  1   NAME OF REPORTING PERSON  
         
        MATTHEW BRIGER  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         2,147,179  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          2,147,179  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,147,179  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        2.5%  
  12   TYPE OF REPORTING PERSON  
         
        IN  

  

5

CUSIP No. 25490H 10 6

 

  1   NAME OF REPORTING PERSON  
         
        SHAUN NOLL  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         172,957  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         5,542,063  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          172,957  
    8   SHARED DISPOSITIVE POWER  
           
          5,542,063  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,715,020  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        6.7%  
  12   TYPE OF REPORTING PERSON  
         
        IN  

  

6

CUSIP No. 25490H 10 6

Item 1(a).Name of Issuer:

 

DIRTT Environmental Solutions Ltd. (the “Issuer”)

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

7303 30th Street S.E.
Calgary, Alberta, Canada
T2C 1N6

Item 2(a).Name of Person Filing:

This statement is filed by 726 BF LLC, a Delaware limited liability company (“726 BF”), Peter Briger, 726 BC LLC, a Delaware limited liability company (“726 BC”), Matthew Briger and Shaun Noll. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Peter Briger is the Managing Member of 726 BF. Matthew Briger is the Managing Member of 726 BC. Shaun Noll has been delegated power to vote and dispose of the securities owned by each of 726 BF and 726 BC. As a result, Peter Briger may be deemed to beneficially own the common shares of the Issuer (the “Shares”) owned by 726 BF, Matthew Briger may be deemed to beneficially own the Shares owned by 726 BC and Shaun Noll may be deemed to beneficially own the Shares owned by each of 726 BF and 726 BC.

The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein.

Item 2(b).Address of Principal Business Office or, if none, Residence:

The principal business address of each of 726 BF and Peter Briger is 314 Lytton Avenue, Suite 200, Palo Alto, CA 94301. The principal business address of each of 726 BC and Matthew Briger is 455 North City Front Plaza Drive, Suite 1730, Chicago, IL 60611. The principal business address of Shaun Noll is 55 Spear Street, 42nd Floor, San Francisco, CA 94105.

Item 2(c).Citizenship:

Each of 726 BF and 726 BC is organized under the laws of the State of Delaware. Each of Peter Briger, Matthew Briger and Shaun Noll is a citizen of the United States of America.

Item 2(d).Title of Class of Securities:

Common Shares

7

CUSIP No. 25490H 10 6

Item 2(e).CUSIP Number:

25490H 10 6

Item 3.If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
    /x/ Not Applicable
  (a) /  / Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
  (b) /  / Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) /  / Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d) /  / Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
  (e) /  / Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
  (f) /  / Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
  (g) /  / Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
  (h) /  / Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
  (i) /  / Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
  (j) /  / Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
  (k) /  / Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).

  

 Item 4.

Ownership.

The aggregate percentage of Shares reported owned by each person named herein is based upon 84,681,364 Shares outstanding as of July 29, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on July 29, 2020.

8

CUSIP No. 25490H 10 6

726 BF

(a)Amount beneficially owned:

3,394,884 Shares

(b)Percent of class:

4.0%

(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote

0 Shares

(ii)Shared power to vote or to direct the vote

3,394,884 Shares

(iii)Sole power to dispose or to direct the disposition of

0 Shares

(iv)Shared power to dispose or to direct the disposition of

3,394,884 Shares

Peter Briger

(a)Amount beneficially owned:

3,394,884 Shares*

(b)Percent of class:

4.0%

(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote

0 Shares

(ii)Shared power to vote or to direct the vote

3,394,884 Shares*

(iii)Sole power to dispose or to direct the disposition of

0 Shares

9

CUSIP No. 25490H 10 6

(iv)Shared power to dispose or to direct the disposition of

3,394,884 Shares*

__________
* Shares directly owned by 726 BF.

726 BC

(a)Amount beneficially owned:

2,147,179 Shares

(b)Percent of class:

2.5%

(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote

0 Shares

(ii)Shared power to vote or to direct the vote

2,147,179 Shares

(iii)Sole power to dispose or to direct the disposition of

0 Shares

(iv)Shared power to dispose or to direct the disposition of

2,147,179 Shares

Matthew Briger

(a)Amount beneficially owned:

2,147,179 Shares†

(b)Percent of class:

2.5%

(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote

0 Shares

10

CUSIP No. 25490H 10 6

(ii)Shared power to vote or to direct the vote

2,147,179 Shares†

(iii)Sole power to dispose or to direct the disposition of

0 Shares

(iv)Shared power to dispose or to direct the disposition of

2,147,179 Shares†

__________
† Shares directly owned by 726 BC.

Shaun Noll

(a)Amount beneficially owned:

5,715,020 Shares‡#

(b)Percent of class:

6.7%

(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote

172,957 Shares‡

(ii)Shared power to vote or to direct the vote

5,542,063 Shares#

(iii)Sole power to dispose or to direct the disposition of

172,957 Shares‡

(iv)Shared power to dispose or to direct the disposition of

5,542,063 Shares#

__________
‡ Shares directly owned by Shaun Noll.
# Shares directly owned by 726 BF and 726 BC.

11

CUSIP No. 25490H 10 6

Item 5.Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.Identification and Classification of Members of the Group.

See Exhibit 99.1.

Item 9.Notice of Dissolution of Group.

Not Applicable.

Item 10.Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

12

CUSIP No. 25490H 10 6

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 24, 2020 726 BF LLC
   
  By:

/s/ Peter Briger

    Name: Peter Briger
    Title: Managing Member

 

 

 

/s/ Peter Briger

  PETER BRIGER

 

 

  726 BC LLC
   
  By:

/s/ Matthew Briger

    Name: Matthew Briger
    Title: Managing Member

 

 

 

/s/ Matthew Briger

  MATTHEW BRIGER

 

 

 

/s/ Shaun Noll

  SHAUN NOLL

 

13

 

 EX-99.1 2 ex991to13g12761drtt_08212020.htm JOINT FILING AGREEMENT

Exhibit 99.1

 

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated August 24, 2020 (including amendments thereto) with respect to the Common Shares of DIRTT Environmental Solutions Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: August 24, 2020 726 BF LLC
   
  By:

/s/ Peter Briger

    Name: Peter Briger
    Title: Managing Member

 

 

 

/s/ Peter Briger

  PETER BRIGER

 

 

  726 BC LLC
   
  By:

/s/ Matthew Briger

    Name: Matthew Briger
    Title: Managing Member

 

 

 

/s/ Matthew Briger

  MATTHEW BRIGER

 

 

 

/s/ Shaun Noll

  SHAUN NOLL