Filing Details
- Accession Number:
- 0000902664-20-000924
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-12 13:00:35
- Filed By:
- Iron Compass North Partners Lp
- Company:
- Dirtt Environmental Solutions Ltd
- Filing Date:
- 2020-02-12
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Iron Compass North Partners | 4,854,144 | 0 | 4,854,144 | 0 | 4,854,144 | 5.73% |
| Iron Compass GP | 4,854,144 | 0 | 4,854,144 | 0 | 4,854,144 | 5.73% |
| James Hegyi | 4,854,144 | 0 | 4,854,144 | 0 | 4,854,144 | 5.73% |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. __)* | |
| DIRTT Environmental Solutions Ltd. | |
| (Name of Issuer) | |
| Common Shares, without par value | |
| (Title of Class of Securities) | |
| 25490H106 | |
| (CUSIP Number) | |
| December 31, 2019 | |
| (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) |
| x | Rule 13d-1(d) |
| (Page 1 of 9 Pages) | |
______________________________
*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 the disclosures provided in a prior cover page.
The information required in 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).
| 1 | NAME OF REPORTING PERSON Iron Compass North Partners LP | |||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 4,854,144 | ||
| 6 | SHARED VOTING POWER -0- | |||
| 7 | SOLE DISPOSITIVE POWER 4,854,144 | |||
| 8 | SHARED DISPOSITIVE POWER -0- | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,854,144 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.73% | |||
| 12 | TYPE OF REPORTING PERSON PN | |||
| 1 | NAME OF REPORTING PERSON Iron Compass GP, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 4,854,144 | ||
| 6 | SHARED VOTING POWER -0- | |||
| 7 | SOLE DISPOSITIVE POWER 4,854,144 | |||
| 8 | SHARED DISPOSITIVE POWER -0- | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,854,144 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.73% | |||
| 12 | TYPE OF REPORTING PERSON OO | |||
| 1 | NAME OF REPORTING PERSON James Hegyi | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 4,854,144 | ||
| 6 | SHARED VOTING POWER -0- | |||
| 7 | SOLE DISPOSITIVE POWER 4,854,144 | |||
| 8 | SHARED DISPOSITIVE POWER -0- | |||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,854,144 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.73% | |||
| 12 | TYPE OF REPORTING PERSON IN | |||
| 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: (i) Iron Compass North Partners LP ("Iron Compass North Partners"), a Delaware limited partnership, with respect to the Common Shares directly held by it; (ii) Iron Compass GP, LLC ("Iron Compass GP"), a Delaware limited liability company, the general partner of Iron Compass North Partners, with respect to the Common Shares directly held by Iron Compass North Partners; and (iii) James Hegyi, as Manager of Iron Compass GP, with respect to the Common Shares directly held by Iron Compass North Partners. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Act, the beneficial owner of the securities reported herein. |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
| 22 Thorndal Circle, Darien, CT 06820 |
| Item 2(c). | CITIZENSHIP |
| Iron Compass North Partners is a Delaware limited partnership. Iron Compass GP is a Delaware limited liability company. Mr. Hegyi is a United States citizen. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Common Shares, without par value (the "Common Shares") |
| Item 2(e). | CUSIP NUMBER |
| 25490H106 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
| |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
| |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
| |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
| If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:___________________________ |
| Item 4. | OWNERSHIP |
| The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page and is incorporated herein by reference.
The percentage set forth in Row 11 of the cover page for each of the Reporting Persons is calculated based upon 84,681,364 Common Shares outstanding as of October 31, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 filed with the Securities and Exchange Commission on November 7, 2019. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable. |
| 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 |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. |
| Item 10. | CERTIFICATION |
| Not applicable. |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: February 12, 2020
| Iron compass north partners lp | ||
| By: Iron Compass GP, LLC, its general partner | ||
| By: | /s/ James Hegyi | |
| Name: | James Hegyi | |
| Title: | Manager | |
| IRON COMPASS GP, LLC | ||
| By: | /s/ James Hegyi | |
| Name: | James Hegyi | |
| Title: | Manager | |
| /s/ James Hegyi | ||
| JAMES HEGYI | ||
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: February 12, 2020
| Iron compass north partners lp | ||
| By: Iron Compass GP, LLC, its general partner | ||
| By: | /s/ James Hegyi | |
| Name: | James Hegyi | |
| Title: | Manager | |
| IRON COMPASS GP, LLC | ||
| By: | /s/ James Hegyi | |
| Name: | James Hegyi | |
| Title: | Manager | |
| /s/ James Hegyi | ||
| JAMES HEGYI | ||