SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lillibridge Todd W.

(Last)

(First)

(Middle)

7303-30TH STREET

(Street)

CALGARY

T2C 1N6

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Share Unit	⁽¹⁾	03/31/2022		A		5,609		⁽¹⁾	⁽¹⁾	Common Shares	5,609	$8,082.57⁽²⁾	80,508	D
Restricted Share Units	⁽³⁾	03/31/2022		A		30,637		⁽¹⁾	⁽¹⁾	Common Shares	30,637	$0.00	180,113	D

Explanation of Responses:

1. Each deferred share unit is the economic equivalent of one share of the Issuer's Common Shares. Generally, thirty days following the date that the Reporting Person ceases to serve on the board of directors of the Issuer, the deferred share units will be settled in cash based on the volume weighted average price of the Common Shares for the five immediately preceding days on which the Common Shares were trading on the Toronto Stock Exchange; provided, however that if the Issuer's Common Shares are trading on more than one exchange at such time, such calculation shall be based on the trading price over such five day period on the stock exchange with the higher average trading volume over the twenty trading days immediately prior to such date (such price the "Market Value").

2. The price used to calculate the number of DSUs granted was $1.441, which was the Market Value of the Issuer's Common Shares on the date of grant.

3. On March 31, 2022 the reporting person was granted 30,637 restricted share units ("RSUs"), vesting in three equal annual installments beginning on the first anniversary of the grant date, and contingent upon the reporting person's continued service as the Interim President and Chief Executive Officer or, following the appointment of a new President and Chief Executive Officer, continued service as a member of the Board of Directors, through each applicable vesting date. Each RSU represents a conditional right to receive a cash payment equal to the fair market value of one share of common stock of the Issuer (a "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:

	/s/ Nandini Somayaji, as attorney-in-fact for Todd Lillibridge	04/04/2022
	** 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 4 (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).
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