Kevin Todd Carnahan Form 5 root9B / Kevin Todd Carnahan ownership change

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Carnahan Kevin Todd

(Last) (First) (Middle)

C/O ROOT9B TECHNOLOGIES

4521 SHARON ROAD, SUITE 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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
08/27/2015

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
common stock, par value $.001	08/27/2015		M(1)	50,000	A	$0.56	157,759	D
common stock, par value $.001	08/27/2015		M(2)	75,000	A	$0.59	232,759	D
common stock, par value $.001	08/27/2015		M(3)	75,000	A	$0.83	307,759	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
option to purchase (common stock, par value $.001)	$0.56	08/27/2015		M(1)		50,000	07/01/2012	07/01/2017	Common Stock, par value $0.001 per share	50,000	$0.00(1)	0	D
option to purchase (common stock, par value $.001)	$0.59	08/27/2015		M(2)		75,000	07/01/2013	07/01/2018	Common Stock, par value $0.001 per share	75,000	$0.00(2)	0	D
option to purchase (common stock, par value $.001)	$0.83	08/27/2015		M(3)		75,000	07/01/2014	07/01/2019	Common Stock, par value $0.001 per share	75,000	$0.0(3)	0	D

Explanation of Responses:

1. Pursuant to Stock Option Agreement with grant date of July 1, 2012; 50,000 Options exercised with strike price of $0.56 for a total of $28,000. Each option provided the right to purchase one share of common stock, i.e. one-to-one basis.

2. Pursuant to Stock Option Agreement with grant date of July 1, 2013; 75,000 Options exercised with strike price of $0.59 for a total of $44,250. Each option provided the right to purchase one share of common stock, i.e. one-to-one basis.

3. Pursuant to Stock Option Agreement with grant date of July 1, 2014; 75,000 Options exercised with strike price of $0.83 for a total of $62,250. Each option provided the right to purchase one share of common stock, i.e. one-to-one basis.

Remarks:

	/s/ Kevin Carnahan	09/10/2015
	** 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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