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^*

Khan Fareeha

(Last)

(First)

(Middle)

7303 30 STREET SE

(Street)

CALGARY

T2C1N6

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/25/2023

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)
	Chief Financial Officer

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	28,251	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)	09/18/2024⁽²⁾	09/17/2023	Common Shares	2,900	$4.501⁽¹⁾	D
Restricted Share Units	⁽³⁾	03/01/2024	Common Shares	1,446	⁽³⁾	D
Restricted Share Units	⁽⁴⁾	03/01/2025	Common Shares	3,596	⁽⁴⁾	D
Restricted Share Units	⁽⁵⁾	06/07/2026	Common Shares	75,000	⁽⁵⁾	D

Explanation of Responses:

1. The exercise price of the option of CAD$6.12 is converted to USD based on the Bank of Canada exchange rate on August 28, 2023 of C$1.3596 = US$1.00.

2. On September 18, 2019, the reporting person was granted a stock option representing a right to purchase a total of 2,900 common shares of the Issuer (Common Shares), vesting in three equal annual installments beginning on first anniversary of the grant date.

3. On March 1, 2021, the reporting person was granted 4,337 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, 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.

5. On June 7, 2023, the reporting person was granted 75,000 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.

Remarks:

See attached for Exhibit 24 - Power of Attorney

	/s/ Benjamin Urban, as attorney-in-fact for Fareeha Khan	08/29/2023
	** 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.