0001615486-16-000008.txt : 20160914
0001615486-16-000008.hdr.sgml : 20160914
20160914161946
ACCESSION NUMBER: 0001615486-16-000008
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20160914
DATE AS OF CHANGE: 20160914
GROUP MEMBERS: GUERINO CIAMPI
GROUP MEMBERS: JOHN GUARINO
GROUP MEMBERS: QUAD CAPITAL MANAGEMENT ADVISORS LLC
GROUP MEMBERS: QUAD CAPITAL MANAGEMENT LLC
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: root9B Technologies, Inc.
CENTRAL INDEX KEY: 0001272550
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742]
IRS NUMBER: 200443575
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-80231
FILM NUMBER: 161885283
BUSINESS ADDRESS:
STREET 1: 4521 SHARON ROAD
STREET 2: SUITE 300
CITY: CHARLOTTE
STATE: NC
ZIP: 28211
BUSINESS PHONE: 704-521-8078
MAIL ADDRESS:
STREET 1: 4521 SHARON ROAD
STREET 2: SUITE 300
CITY: CHARLOTTE
STATE: NC
ZIP: 28211
FORMER COMPANY:
FORMER CONFORMED NAME: root9B Technologies Inc.
DATE OF NAME CHANGE: 20141201
FORMER COMPANY:
FORMER CONFORMED NAME: PREMIER ALLIANCE GROUP, INC.
DATE OF NAME CHANGE: 20041112
FORMER COMPANY:
FORMER CONFORMED NAME: CONTINUUM GROUP C INC
DATE OF NAME CHANGE: 20031210
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Quad Capital Management Advisors LLC
CENTRAL INDEX KEY: 0001615486
IRS NUMBER: 471010516
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 77 WATER STREET
STREET 2: 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10005
BUSINESS PHONE: 2122102120
MAIL ADDRESS:
STREET 1: 77 WATER STREET
STREET 2: 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10005
SC 13G/A
1
qc13gfiling.txt
1.
Names of Reporting Persons.
QUAD CAPITAL MANAGEMENT ADVISORS, LLC
2.
Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
4.
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
5.
Sole Voting Power 0
6.
Shared Voting Power 4,378,206 (1)
7.
Sole Dispositive Power 0
8.
Shared Dispositive Power 4,378,206 (1)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
4,378,206 (1)
10.
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)
[ ]
11.
Percent of Class Represented by Amount in Row (9)
5.63 %
12.
Type of Reporting Person:
IA
(1) Includes 454,545 Shares (as defined herein) obtainable upon exercise of
warrants held by Quad Capital Management Advisors, LLC.
1.
Names of Reporting Persons.
QUAD CAPITAL MANAGEMENT, LLC
2.
Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
4.
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
5.
Sole Voting Power 0
6.
Shared Voting Power 4,378,206 (1)
7.
Sole Dispositive Power 0
8.
Shared Dispositive Power 4,378,206 (1)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
4,378,206 (1)
10.
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
[ ]
11.
Percent of Class Represented by Amount in Row (9)
5.63 %
12.
Type of Reporting Person:
HC
(1) Includes 454,545 Shares (as defined herein) obtainable
upon exercise of warrants held by Quad Capital Management Advisors, LLC.
1.
Names of Reporting Persons.
JOHN VINCENT GUARINO
2.
Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
4.
Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person With
5.
Sole Voting Power 339, 543 (1)
6.
Shared Voting Power 4,378,206 (2)
7.
Sole Dispositive Power 339, 543 (1)
8.
Shared Dispositive Power 4,378,206 (2)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
4,717,749 (1,2)
10.
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)
[ ]
11.
Percent of Class Represented by Amount in Row (9)
6.08 %
12.
Type of Reporting Person:
IN, HC
(1) Includes 68,181 Shares obtainable upon exercise
of warrants held by John Vincent Guarino.
(2) Includes 454,545 Shares obtainable upon exercise of warrants
held by Quad Capital Management Advisors, LLC.
1.
Names of Reporting Persons.
GUERINO CIAMPI
2.
Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
4.
Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person With
5.
Sole Voting Power 1,177,411 (1)
6.
Shared Voting Power 4,378,206 (2)
7.
Sole Dispositive Power 1,177,411 (1)
8.
Shared Dispositive Power 4,378,206 (2)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
5,555,617 (1, 2)
10.
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)
[ ]
11.
Percent of Class Represented by Amount in Row (9)
7.16 %
12.
Type of Reporting Person:
IN, HC
(1) Includes 159,091 Shares obtainable upon
exercise of warrants held by Guerino Ciampi.
(2) Includes 454,545 Shares obtainable upon exercise
of warrants held by Quad Capital Management Advisors, LLC.
Item 1(a). Name of Issuer:
root9B Technologies, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
4521 Sharon Road, Suite 300, Charlotte, North Carolina 28211
Item 2(a). Name of Person Filing
This Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Quad Capital Management Advisors, LLC ("Quad Capital");
ii) Quad Capital Management, LLC ("QCM");
iii) John Vincent Guarino ("Mr. Guarino"); and
iv) Guerino Ciampi ("Mr. Ciampi").
This Statement relates to Shares (as defined herein) held for
accounts of various portfolios ("Portfolios") managed by
Quad Capital, Shares held directly by Mr. Guarino, and
Shares held by directly Mr. Ciampi. QCM is a managing
member and the sole owner of Quad Capital. Mr. Guarino
is the other managing member of Quad Capital and a managing
member of QCM. Mr. Ciampi is the other managing member of QCM.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of
the Reporting Persons is 77 Water Street, 16th Floor,
New York, New York 10005.
Item 2(c). Citizenship:
i) Quad Capital is a Delaware limited liability company;
ii) QCM is a Delaware limited liability company;
iii) Mr. Guarino is a citizen of the United States of America; and
iv) Mr. Ciampi is a citizen of the United States of America.
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value per share (the "Shares")
Item 2(e). CUSIP Number:
776650103
Item 3. If This Statement is Filed Pursuant to
ss240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of January 11, 2016 and the date hereof, Quad Capital
may be deemed to beneficially own 4,378,206 Shares. This
amount includes 3,923,661 Shares and 454,545 Shares obtainable
upon exercise of warrants. QCM may be deemed to beneficially
own the 4,378,206 Shares beneficially owned by Quad Capital.
Mr. Guarino may be deemed to beneficially own 4,707,749 Shares,
which amount includes the 4,378,206 Shares beneficially owned
by Quad Capital as well as 271,362 Shares, and 68,181 Shares
obtainable upon exercise of warrants, directly held by
Mr. Guarino. Mr. Ciampi may be deemed to beneficially own
5,555,617 Shares, which amount includes the 4,378,206 Shares
beneficially owned by Quad Capital as well as 1,018,320 Shares,
and 159,091 Shares obtainable upon exercise of warrants,
directly held by Mr. Ciampi.
Item 4(b) Percent of Class:
As of January 11,2016 and the date hereof, Quad Capital
and QCM may be deemed to beneficially own approximately 5.63 %
of the Shares outstanding, Mr. Guarino may be deemed to
beneficially own approximately 6.08 % of the Shares outstanding,
and Mr. Ciampi may be deemed to beneficially own approximately
7.16 % of the Shares outstanding. These percentages are based
on the sum of (i) 75,081,760 Shares outstanding as of
November 3, 2015 ,, according to the Issuer's quarterly report
on Form 10-Q filed on November 13, 2015, and (ii) the number
of Shares each Reporting Person has the right to acquire upon
exercise of warrants beneficially owned by such Reporting Person,
in accordance with Rule 13d-3(d)(1)(i)(D) under the Act.
Item 4(c) Number of Shares as to which such person has:
Quad Capital and QCM
(i) Sole power to vote or direct the vote:
0
(ii) Shared power to vote or direct the vote:
4,378,206
(iii) Sole power to dispose or direct the disposition of:
0
(iv) Shared power to dispose or direct the disposition of:
4,378,206
Mr. Guarino
(i) Sole power to vote or direct the vote:
339,543
(ii) Shared power to vote or direct the vote:
4,378,206
(iii) Sole power to dispose or direct the disposition of:
339,543
(iv) Shared power to dispose or direct the disposition of:
4,378,206
Mr. Ciampi
(i) Sole power to vote or direct the vote:
1,177,411
(ii) Shared power to vote or direct the vote:
4,378,206
(iii) Sole power to dispose or direct the disposition of:
1,177,411
(iv) Shared power to dispose or direct the disposition of:
4,378,206
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
See disclosure in Item 2.
The Funds are known to have the right to
receive or the power to direct the receipt
of dividends from, or the proceeds from the
sale of, the Shares covered by this Statement
that may be deemed to be beneficially owned
by Quad Capital.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control Person:
See disclosure in Item 2 hereof.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in
connection with a nomination under s240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
QUAD CAPITAL MANAGEMENT ADVISORS, LLC
By: /s/ John Vincent Guarino
Name: John Vincent Guarino
Title: Managing Member
QUAD CAPITAL MANAGEMENT, LLC
By: /s/ John Vincent Guarino
Name: John Vincent Guarino
Title: Managing Member
JOHN VINCENT GUARINO
/s/ John Vincent Guarino
GUERINO CIAMPI
/s/ Guerino Ciampi
February 3, 2016
SCHEDULE 13G
CUSIP 776650103 Page 1 of 9 Pages
CUSIP 776650103 Page 2 of 8 Pages
Page 9 of 9 Pages
Page 5 of 5 Pages
Page 8 of 8 Pages
EX-1
3
qc13gex1.txt
EXHIBIT INDEX
Ex.
Page No.
A
Joint Filing Agreement
11
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G
with respect to the Common Stock of root9B Technologies, Inc. dated as of
February 3, 2016 is, and any amendments thereto (including amendments on
Schedule 13D) signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions
of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
QUAD CAPITAL MANAGEMENT ADVISORS, LLC
By: /s/ John Vincent Guarino
Name: John Vincent Guarino
Title: Managing Member
QUAD CAPITAL MANAGEMENT, LLC
By: /s/ John Vincent Guarino
Name: John Vincent Guarino
Title: Managing Member
JOHN VINCENT GUARINO
/s/ John Vincent Guarino
GUERINO CIAMPI
/s/ Guerino Ciampi
February 3, 2016