SEC Form 4/A · accession 0001354488-16-006554

root9B Holdings, Inc. · RTNB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

Director · Other

Period of report

Mar 10, 2016

Accepted (ET)

Mar 14, 2016 · 7:32 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001272550

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F3	Mar 10, 2016	P	230,273	$1.10	A	6,229,293	I	DWW Family Trust

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrant^F1,F2,F3	$1.10	Mar 10, 2016	P	230,273	A	Mar 10, 2016	Mar 10, 2021	common stock, par value $0.001	230,273	230,273	I

F1DWW Family Trust has completed a Securities Purchase Agreement with the Company, in which DWW Family Trust has purchased 230,273 shares of common stock at $1.10 per share. Additionally, DWW family Trust was provided 100% warrant coverage, the right to buy 230,273 shares of common stock at a Warrant Exercise Price of $1.10 per share.
F2Pursuant to the terms of the Amended and Restated Securities Purchase Agreement dated March 10, 2016, DWW Family Trust is provided warrant coverage of 100% on 230,273 shares of common stock and thus 230,273 warrants, which replaced the 56,818 warrants issued on November 5, 2015. Additionally, the warrant exercise price was revised to $1.10 from the original exercise price of $1.50.
F3As a result of this purchase, 230,273 shares of common stock and warrants with the right to purchase 230,273 shares of common stock are held by DWW Family Trust, which is indirectly owned and controlled by Dan Wachtler, who is therefore deemed the indirect beneficial owner. Dan Wachtler directly owns 5,999,020 shares of common stock.