0000921895-21-002703.txt : 20211116 0000921895-21-002703.hdr.sgml : 20211116 20211116202337 ACCESSION NUMBER: 0000921895-21-002703 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20210225 FILED AS OF DATE: 20211116 DATE AS OF CHANGE: 20211116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Noll Shaun CENTRAL INDEX KEY: 0001821774 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39061 FILM NUMBER: 211418102 MAIL ADDRESS: STREET 1: 55 SPEAR STREET, 42ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Briger Peter L JR CENTRAL INDEX KEY: 0001380193 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39061 FILM NUMBER: 211418101 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 726 BF LLC CENTRAL INDEX KEY: 0001835423 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39061 FILM NUMBER: 211418100 BUSINESS ADDRESS: STREET 1: 314 LYTTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (707) 495-8353 MAIL ADDRESS: STREET 1: 314 LYTTON AVENUE, SUITE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 726 BC LLC CENTRAL INDEX KEY: 0001835261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39061 FILM NUMBER: 211418098 BUSINESS ADDRESS: STREET 1: 455 NORTH CITY FRONT PLAZA DRIVE STREET 2: SUITE 1730 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: (707) 495-8353 MAIL ADDRESS: STREET 1: 455 NORTH CITY FRONT PLAZA DRIVE STREET 2: SUITE 1730 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Briger Matthew CENTRAL INDEX KEY: 0001835334 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39061 FILM NUMBER: 211418099 MAIL ADDRESS: STREET 1: 455 NORTH CITY FRONT PLAZA DRIVE STREET 2: SUITE 1730 CITY: CHICAGO STATE: IL ZIP: 60611 ISSUER: 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 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 4/A 1 form4a212761001_11162021.xml OWNERSHIP DOCUMENT X0306 4/A 2021-02-25 2021-03-01 0 0001340476 DIRTT ENVIRONMENTAL SOLUTIONS LTD DRTT 0001821774 Noll Shaun 2494 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001380193 Briger Peter L JR 1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK NY 10105 0 0 0 1 See Explanation of Responses 0001835423 726 BF LLC 314 LYTTON AVENUE, SUITE 200 PALO ALTO CA 94301 0 0 0 1 See Explanation of Responses 0001835334 Briger Matthew 455 NORTH CITY FRONT PLAZA DRIVE SUITE 1730 CHICAGO IL 60611 0 0 0 1 See Explanation of Responses 0001835261 726 BC LLC 455 NORTH CITY FRONT PLAZA DRIVE SUITE 1730 CHICAGO IL 60611 0 0 0 1 See Explanation of Responses Common Shares 2021-02-25 4 P 0 212620 2.4483 A 7632698 I By 726 BF Common Shares 2021-02-25 4 P 0 11000 2.4800 A 304257 D Common Shares 2639126 I By 726 BC Common Shares 16390 I By Spouse This Form 4 is filed jointly by 726 BC LLC ("726 BC"), 726 BF LLC ("726 BF"), Peter L. Briger Jr., Matthew Briger and Shaun Noll (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group which collectively owns more than 10% of the Issuer's outstanding shares. Each of the Reporting Persons disclaims beneficial ownership of the shares reported owned herein except to the extent of his or its pecuniary interest therein. This transaction was executed in multiple trades at prices ranging from $2.35 to $2.48. The price above reflects the weighted average sale price. Shares owned directly by 726 BF. Peter L. Briger Jr., as the Manager of 726 BF, may be deemed to beneficially own the shares of the Issuer owned directly by 726 BF. Shaun Noll, Chief Investment Officer and President of 726 BF, has been delegated power to vote and dispose of the securities owned by 726 BF and, accordingly, Shaun Noll may be deemed to beneficially own the shares of the Issuer owned directly by 726 BF. This transaction was executed in multiple trades at prices ranging from $2.47 to $2.48. The price above reflects the weighted average sale price. Shares owned directly by 726 BC. Matthew Briger, as the Manager of 726 BC, may be deemed to beneficially own the shares of the Issuer owned directly by 726 BC. Shaun Noll, Chief Investment Officer and President of 726 BC, has been delegated power to vote and dispose of the securities owned by 726 BC and, accordingly, Shaun Noll may be deemed to beneficially own the shares of the Issuer owned directly by 726 BC. The Powers of Attorney were inadvertently excluded from the original Form 4 filed on March 1, 2021. The Powers of Attorney are filed with this Form 4/A as Exhibits 24.1 and 24.2. There was no change in the ownership of DRTT stock held by the Reporting Persons. /s/ Shaun Noll 2021-11-16 /s/ Shaun Noll, on behalf of Peter L. Briger Jr. 2021-11-16 726 BF LLC; By: /s/ Shaun Noll, Chief Investment Officer and President 2021-11-16 /s/ Shaun Noll, on behalf of Matthew Briger 2021-11-16 726 BC LLC; By: /s/ Shaun Noll, Chief Investment Officer and President 2021-11-16 EX-24.1 2 ex241to4a212761001_11162021.htm

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that the undersigned hereby constitutes and appoints Shaun Noll and each of them acting or signing alone, as his or her true and lawful attorney-in-fact to:

(1)       execute for and on behalf of the undersigned, any and all reports required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934, Section 13 filings, and the rules thereunder, as well as any Canadian equivalent filings relating to security ownership and trading;

(2)       do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5, 13 or other required report and timely file such report with the United States Securities and Exchange Commission, and any stock exchange or similar authority; and

(3)       take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934, or any Canadian equivalent filings.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports under Section 16 of the Securities Exchange Act of 1934, Section 13 filings, or any Canadian equivalent filings with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

Notwithstanding anything to the contrary, this Power of Attorney does not provide any authority to take any actions with respects to investments or other actions by Fortress. This Power of Attorney relates solely to the filing of Section 16, Section 13 reports, or any Canadian equivalent filings arising from securities transactions from personal investments of the undersigned or family members of the undersigned.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this January 3^rd, 2021.

/s/ Matthew Briger

Matthew Briger

EX-24.2 3 ex242to4a212761001_11162021.htm
Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that the undersigned hereby constitutes and appoints Shaun Noll and each of them acting or signing alone, as his or her true and lawful attorney-in-fact to:

(1)       execute for and on behalf of the undersigned, any and all reports required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934, Section 13 filings, and the rules thereunder, as well as any Canadian equivalent filings relating to security ownership and trading;

(2)       do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5, 13 or other required report and timely file such report with the United States Securities and Exchange Commission, and any stock exchange or similar authority; and

(3)       take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934, or any Canadian equivalent filings.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports under Section 16 of the Securities Exchange Act of 1934, Section 13 filings, or any Canadian equivalent filings with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

Notwithstanding anything to the contrary, this Power of Attorney does not provide any authority to take any actions with respects to investments or other actions by Fortress. This Power of Attorney relates solely to the filing of Section 16, Section 13 reports, or any Canadian equivalent filings arising from securities transactions from personal investments of the undersigned or family members of the undersigned.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this January 3^rd, 2021.

/s/ Peter L. Briger, Jr.

Peter L. Briger, Jr.