Sucoff Cary Form 4 root9B / Cary Sucoff ownership change

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^*

Sucoff Cary

(Last) (First) (Middle)

4521 SHARON ROAD

#300

(Street)

CHARLOTTE NC 28211

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
root9B Technologies, Inc. [ RTNB ]

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)
03/02/2016

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/29/2016	02/29/2016	M		80,000	A	$0.77	378,137	D
Common Stock	02/29/2016	02/29/2016	F		47,573(1)	D	$1.29	32,427	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	$0.77	02/29/2016	02/29/2016	M			80,000	03/03/2011	03/03/2016	common stock, par value $0.001	80,000	$0	0	D

Explanation of Responses:

1. (1) Reflects 47,573 shares withheld by the Issuer at the market price of $1.29 per share less an exercise price of $0.77 per share to fund the cashless exercise of 80,000 warrants.

Remarks:

The transactions reported above in Table I reflect the cashless exercise of a warrant. The cashless exercise for the war rant is reported in two lines. The first line of the cashless exercise transaction is coded M in column 3 of Table I and reports in column 4 the number of shares issuable upon exercise of the warrants had cash been paid to exercise the warr ants, together with the exercise price with Code A for acquired. The line coded F in column 3 of Table I relates to the same cashless exercise on the preceding line and reports in Column 4 the number of shares deducted from the total number of shares issuable to pay for the cashless exercise of such warrants with Code D for disposed. The number of shares on a net basis actually owned by the Reporting Person after the cashless exercise of each warrant is the amount by which th e first line for each cashless exercise exceeds the second line for the same cashless exercise. All transactions are exe mpt from Section 16(b) by reason of Rule 16b-3. The transactions reported in Table II above, reflect the disposition of the same warrants whose cashless exercise is disclosed in Table I above. The number of derivative securities owned after the transactions reported in column 9 of Table II above includes only warrants.

	/s/ Cary Sucoff	03/07/2016
	** 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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