SEC FORM 4

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^*

HICKS STEPHEN M

(Last)

(First)

(Middle)

10411 MOTOR CITY DRIVE, SUITE 650

(Street)

BETHESDA

20817

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TECHNEST HOLDINGS INC [ TCNH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2008

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/17/2008		A⁽¹⁾		22,619	A⁽¹⁾	$0.07	20,995,562	I	See footnotes.⁽¹⁾⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Common Stock was purchased by Trillium Partners LP. Reporting Person is the control person of Trillium Partners LP, and is a director of the Issuer. Trillium is the beneficial owner of an aggregate of 447,619 shares of Issuer's Common Stock.

2. Reporting Person is the control person of Southridge Advisors, LLC ("Southridge"), which acts as the general partner to Southridge Partners L.P, and acts as the investment advisor or sub-advisor to each of Southshore Capital Fund Ltd., a Cayman Island corporation, ("Southshore"), Aberdeen Avenue LLC, a Cayman Island limited liability company ("Aberdeen"), and Garth LLC, a Cayman Island limited liability company ("Garth"). Southridge Partners is the beneficial owner of an aggregate of 17,354,857 shares of Issuer's Common Stock, which number includes 10,510,030 shares of Common Stock, 344,827 shares of the Issuer's Series C Preferred Stock, which is convertible, subject to certain restrictions, into 344,827 shares of the Issuer's Common Stock, and 1,300 shares of the Issuer's Series D Preferred Stock, which is convertible, subject to certain restrictions, into 6,500,000 shares of the Issuer's Common Stock. (continued to footnote 3)

3. (continued from footnote 2) Southshore is the beneficial owner of an aggregate of 1,072,257 shares of Issuer's Common Stock, which number includes 977,741 shares of Common Stock, 57,467 shares of the Issuer's Series C Preferred Stock, convertible into 57,467 shares of the Issuer's Common Stock, and 111.81 shares of Series G Preferred Stock issued by Markland Technologies Inc., convertible subject to certain restrictions into an additional 37,049 shares of the Issuer's Common Stock. Aberdeen is the beneficial owner of an aggregate of 1,814,782 shares of Issuer's Common Stock, which number includes 1,416,101 shares of Common Stock, 1,203.18 shares of Series G Preferred Stock issued by Markland Technologies Inc., convertible subject to certain restrictions into an additional 398,681 shares of the Issuer's Common Stock. Garth is the beneficial owner of 64.631 shares of the Issuer's Series A Preferred Stock convertible in 306,047 shares of the Issuer's Common Stock.

	/s/ Stephen Hicks	12/22/2008
	** 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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