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^*

Metcalf Jeffrey

(Last)

(First)

(Middle)

7303 30TH STREET S.E.

(Street)

CALGARY

T2C 1N6

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2022

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

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

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

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	51,740	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)
Stock Option (right to buy)	⁽¹⁾	05/16/2024	Common Shares	23,256	$6.083⁽²⁾	D
Restricted Share Units	⁽³⁾	06/17/2023	Common Shares	26,667	⁽³⁾	D
Restricted Share Units	⁽⁴⁾	03/01/2024	Common Shares	18,100	⁽⁴⁾	D
Performance-Based Restricted Share Units	⁽⁵⁾	03/01/2024	Common Shares	9,050	⁽⁵⁾	D
Restricted Share Units	⁽⁶⁾	03/01/2025	Common Shares	33,708	⁽⁶⁾	D
Performance-Based Restricted Share Units	⁽⁷⁾	03/01/2025	Common Shares	11,236	⁽⁷⁾	D

Explanation of Responses:

1. On May 17, 2019, the reporting person was granted a stock option representing a right to purchase a total of 23,236 common shares of the Issuer ("Common Shares"), vesting in three equal annual installments beginning on first anniversary of the grant date.

2. The exercise price of the option of CAD$7.84 is converted to USD based on the Bank of Canada exchange rate on May 16, 2022 of C$1.2888= US$1.00.

3. On June 17, 2020, the reporting person was granted 40,000 restricted share units ("RSUs"), vesting in three equal annual installments beginning on the first anniversary of the grant date. Each RSU represents a conditional right to receive a cash payment equal to the fair market value of one Common Share of the Issuer or, at the Issuer's discretion, a number of Common Shares (or a combination of cash and Common Shares) equal to the fair market value of one Common Share

4. On March 1, 2021, the reporting person was granted 27,150 RSUs, vesting in three equal annual installments beginning on the first anniversary of the grant date. Each RSU represents a conditional right to receive a cash payment equal to the fair market value of one Common Share of the Issuer or, at the Issuer's discretion, a number of Common Shares (or a combination of cash and Common Shares) equal to the fair market value of one Common Share.

5. On March 1, 2021, the reporting person was granted a target number of RSUs equal to 9,050 restricted share units (the "Target Number of Restricted Share Units"). The number of RSUs that become vested RSUs will be between 0% and 150% of the Target Number of Restricted Share Units, depending on whether and to what extent certain trading price hurdles are achieved over the three-year performance period, which commenced on the date of grant. Vesting of the RSUs is further contingent upon the reporting person's continued employment through the end of the performance period. Each RSU represents a conditional right to receive a cash payment equal to the fair market value of one Common Share or, at the Issuer's discretion, a number of Common Shares (or a combination of cash and Common Shares) equal to the fair market value of one Common Share.

6. On March 1, 2022, the reporting person was granted 33,708 RSUs, vesting in three equal annual installments beginning on the first anniversary of the grant date. Each RSU represents a conditional right to receive a cash payment equal to the fair market value of one Common Share of the Issuer or, at the Issuer's discretion, a number of Common Shares (or a combination of cash and Common Shares) equal to the fair market value of one Common Share.

7. On March 1, 2022, the reporting person was granted a target number of RSUs equal to 11,236 restricted share units (the "Target Number of Restricted Share Units"). The number of RSUs that become vested RSUs will be between 0% and 150% of the Target Number of Restricted Share Units, depending on whether and to what extent certain trading price hurdles are achieved over the three-year performance period, which commenced on the date of grant. Vesting of the RSUs is further contingent upon the reporting person's continued employment through the end of the performance period. Each RSU represents a conditional right to receive a cash payment equal to the fair market value of one Common Share or, at the Issuer's discretion, a number of Common Shares (or a combination of cash and Common Shares) equal to the fair market value of one Common Share.

Remarks:

Interim Chief Financial Officer See attached for Exhibit 24 - Power of Attorney

	/s/ Nandini Somayaji, as attorney-in-fact for Jeffrey Metcalf	05/19/2022
	** 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.
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