Quad Capital Management Advisors Form 4 root9B / Guerino Ciampi 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^*

Quad Capital Management Advisors LLC

(Last) (First) (Middle)

77 WATER STREET, 15TH FLOOR

(Street)

NEW YORK NY 10005

(City) (State) (Zip)

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
root9B Holdings Inc.	08/22/2017		S		253,697	D	$3.13(1)	693,825	I	By corporation
root9B Holdings Inc.	08/23/2017		S		125,000	D	$2.26(2)	568,825	I	By corporation

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

1. Name and Address of Reporting Person^*

Quad Capital Management Advisors LLC

(Last) (First) (Middle)

77 WATER STREET, 15TH FLOOR

(Street)

NEW YORK NY 10005

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Guarino John

(Last) (First) (Middle)

77 WATER STREET, 15TH FLOOR

(Street)

NEW YORK NY 10005

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ciampi Guerino

(Last) (First) (Middle)

77 WATER STREET, 15TH FLOOR

(Street)

NEW YORK NY 10005

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.85 to $3.18. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth previously in this footnote.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.15 to $2.45. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth previously in this footnote.

Remarks:

As of the date of this joint filing, Quad Capital Management Advisors owns 227,838 shares and 119,886 exercisable warrants, Mr. Guarino owns 18,478 shares and 4,545 exercisable warrants, and Mr. Ciampi owns 97,888 shares and 10,606 exercisable warrants. For that reason, Quad Capital Management Advisors may be deemed to beneficially own 568,825 Shares comprised of the shares and exercisable warrants owned jointly by the Corporation and Mssrs. Guarino and Ciampi.

	/s/ John Guarino	08/22/2017
	/s/ Guerino Ciampi	08/22/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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