| 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 |
|
|||||||||||||||
| 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 Technologies Inc. [ RTNB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 08/11/2015 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | ||||||
|
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 (right to buy)(1) | $0.77 | 08/11/2015 | H(1) | 4,285,714 | (2) | 03/03/2016 | Common Stock, par value $0.001 per share | 4,285,714(4) | $0.77 | 0(4) | D(3) | ||||
| Warrant (right to buy)(1) | $1.2 | 08/11/2015 | A(1) | 4,285,714 | 02/11/2017 | 08/11/2018 | Common Stock, par value $0.001 per share | 4,285,714(4) | $1.2 | 4,285,714(4) | D(3) | ||||
| Warrant (right to buy)(6) | $0.77 | 08/11/2015 | H(6) | 2,857,142 | (2) | 03/03/2016 | Common Stock, par value $0.001 per share | 2,857,142(4) | $0.77 | 0(4) | I | By Trust(5) | |||
| Warrant (right to buy)(6) | $1.2 | 08/11/2015 | A(6) | 2,857,142 | 02/11/2017 | 08/11/2018 | Common Stock, par value $0.001 per share | 2,857,142(4) | $1.2 | 2,857,142(4) | I | By Trust(5) | |||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Reflects the exchange of 4,285,714 Common Stock Purchase Warrants. Previously issued Common Stock Purchase Warrants with strike price of $0.77 and expiration date of 03/03/2016 were exercisable at the time of the transaction and have been exchanged for replacement warrants with strike price of $1.20 and expiration date of 08/11/2018. Such replacement warrants are not exercisable until 02/11/2017. |
| 2. The warrants were exercisable as of the date of the warrant exchange. |
| 3. These securities are owned directly by Miriam Blech, Isaac Blech's wife. |
| 4. As spouses, Miriam Blech and Isaac Blech may be deemed the beneficial owner of the securities held by Miriam Blech, Isaac Blech and the trust. Each reporting person disclaims the other reporting persons' beneficial ownership of the securities reported herein, except to its, his or her pecuniary interest therein, if any. |
| 5. River Charitable Remainder Unitrust f/b/o Isaac Blech ("River Trust") is the beneficial owner of more than 10% of the Issuer's common stock. Isaac Blech is the sole trustee of the River Trust. |
| 6. Reflects the exchange of 2,857,142 Common Stock Purchase Warrants. Previously issued Common Stock Purchase Warrants with strike price of $0.77 and expiration date of 03/03/2016 were exercisable at the time of the transaction and have been exchanged for replacement warrants with strike price of $1.20 and expiration date of 08/11/2018. Such replacement warrants are not exercisable until 02/11/2017. |
| Remarks: |
| /s/ Isaac Blech | 08/13/2015 | |
| ** 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). | ||
| 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. | ||