SEC Form 4 · accession 0001354488-17-000174
root9B Holdings, Inc. · RTNB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph J Grano Jr.
Officer — CEO and Chairman · Director
Period of report
Jan 25, 2017
Accepted (ET)
Jan 27, 2017 · 6:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001272550
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Promissory NoteF1,F2 | $12.00 | Jan 25, 2017 | P | 20,833 | A | Jul 25, 2017 | Jan 25, 2020 | Common Stock | 20,833 | 20,833 | D |
| Common Stock Purchase WarrantF3,F2 | $12.00 | Jan 25, 2017 | P | 10,416 | A | Jul 25, 2017 | Jan 25, 2020 | Common Stock | 10,416 | 10,416 | D |
Explanation of responses
- F1In consideration of Mr. Grano?s purchase of a convertible promissory note, root9B Holdings, Inc. (the ?Company?) issued to Mr. Grano a Convertible Promissory Note in the principal amount of $250,000 (the ?Note?). The Note accrues interest at a rate of 10.00% per annum. At the option of Mr. Grano, at any time on or after July 25, 2017 and subject to the conditions described in footnote 2 to this Form 4, any and all amounts of outstanding principal and accrued interest under the Note may be converted into shares of the Company?s common stock ( ?Common Stock?), at a conversion price per share of (i) for any principal amount, $12.00 and (ii) for any amount of interest accrued, 85% of the five (5) day volume weighted average price per share of Common Stock, but in no event less than $12.00. A description of the material terms of the Note can be found in the Company?s Current Report on Form 8-K filed with the Securities and Exchange Commission (?SEC?) on January 26, 2017.
- F2Mr. Grano may not be issued shares of Common Stock if, after giving effect to the conversion or exercise, as applicable, Mr. Grano, together with his affiliates, would beneficially own in excess of 9.99% of the then outstanding shares of Common Stock.
- F3A description of the material terms of the warrants can be found in the Company?s Current Report on Form 8-K filed with the SEC on January 26, 2017.