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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol root9B Holdings, Inc. [ RTNB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/25/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Promissory Note | $12(1) | 01/25/2017 | P | 20,833(1)(2) | 07/25/2017 | 01/25/2020 | Common Stock | 20,833(1)(2) | $12(1) | 20,833(1)(2) | D | ||||
| Common Stock Purchase Warrant(3) | $12 | 01/25/2017 | P | 10,416(2) | 07/25/2017 | 01/25/2020 | Common Stock | 10,416(2) | $12 | 10,416(2) | D | ||||
| Explanation of Responses: |
| 1. In consideration of Mr. Grano?s purchase of a convertible promissory note, root9B Holdings, Inc. (the ?Company?) issued to Mr. Grano a Convertible Promissory Note in the principal amount of $250,000 (the ?Note?). The Note accrues interest at a rate of 10.00% per annum. At the option of Mr. Grano, at any time on or after July 25, 2017 and subject to the conditions described in footnote 2 to this Form 4, any and all amounts of outstanding principal and accrued interest under the Note may be converted into shares of the Company?s common stock ( ?Common Stock?), at a conversion price per share of (i) for any principal amount, $12.00 and (ii) for any amount of interest accrued, 85% of the five (5) day volume weighted average price per share of Common Stock, but in no event less than $12.00. A description of the material terms of the Note can be found in the Company?s Current Report on Form 8-K filed with the Securities and Exchange Commission (?SEC?) on January 26, 2017. |
| 2. Mr. Grano may not be issued shares of Common Stock if, after giving effect to the conversion or exercise, as applicable, Mr. Grano, together with his affiliates, would beneficially own in excess of 9.99% of the then outstanding shares of Common Stock. |
| 3. A description of the material terms of the warrants can be found in the Company?s Current Report on Form 8-K filed with the SEC on January 26, 2017. |
| /s/ Joesph J. Grano, Jr. | 01/27/2017 | |
| ** 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). | ||
| 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. | ||