0001615486-17-000003.txt : 20170426
0001615486-17-000003.hdr.sgml : 20170426
20170426165950
ACCESSION NUMBER: 0001615486-17-000003
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20170426
DATE AS OF CHANGE: 20170426
SUBJECT COMPANY:
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
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-88970
FILM NUMBER: 17785126
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
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
qc13gfiling417.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 499,147 (1)
7.
Sole Dispositive Power 0
8.
Shared Dispositive Power 499,147 (1)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
499,147 (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)
8.13%
12.
Type of Reporting Person:
IA
(1) Includes 53,303 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 499,147 (1)
7.
Sole Dispositive Power 0
8.
Shared Dispositive Power 499,147 (1)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
499,147 (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)
8.13%
12.
Type of Reporting Person:
HC
(1) Includes 53,303 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 18,478
6.
Shared Voting Power 517,625 (1)
7.
Sole Dispositive Power 18,478
8.
Shared Dispositive Power 517,625 (1)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
517,625 (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)
8.40%
12.
Type of Reporting Person:
IN, HC
(1) Includes 53,303 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 97,888
6.
Shared Voting Power 597,035 (1)
7.
Sole Dispositive Power 97,888
8.
Shared Dispositive Power 597,035 (1)
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
597,035 (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)
9.69%
12.
Type of Reporting Person:
IN, HC
(1) Includes 53,303 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
240.13d-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 April 26, 2017 and the date hereof, Quad
Capital may be deemed to beneficially own 499,147 Shares.
This amount includes 439,594 Shares and 53,303 Shares
obtainable upon exercise of warrants. QCM may be deemed
to beneficially own the 499,147 Shares beneficially
owned by Quad Capital. Mr. Guarino may be deemed to
beneficially own 2517,625 Shares, which amount
includes the 499,147 Shares beneficially owned
by Quad Capital as well as 18,478 Shares directly
held by Mr. Guarino. Mr. Ciampi may be deemed to
beneficially own 597,035 Shares, which amount
includes the 499,147 Shares beneficially owned
by Quad Capital as well as 97,888 Shares directly
held by Mr. Ciampi.
Item 4(b) Percent of Class:
As of April 26, 2017 and the date hereof, Quad Capital
and QCM may be deemed to beneficially own
approximately 8.13% of the Shares outstanding,
Mr. Guarino may be deemed to beneficially own
approximately 8.40% of the Shares outstanding,
and Mr. Ciampi may be deemed to beneficially
own approximately 9.69% of the Shares outstanding.
These percentages are based on the sum of
(i) 6,100,275 Shares outstanding as of April 7, 2017,
according to the Issuer's annual report on Form 10-K
filed on April 17, 2017, 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:
499,147
(iii) Sole power to dispose or direct the disposition of:
0
(iv) Shared power to dispose or direct the disposition of:
499,147
Mr. Guarino
(i) Sole power to vote or direct the vote:
18,478
(ii) Shared power to vote or direct the vote:
517,625
(iii) Sole power to dispose or direct the disposition of:
18,478
(iv) Shared power to dispose or direct the disposition of:
517,625
Mr. Ciampi
(i) Sole power to vote or direct the vote:
97,888
(ii) Shared power to vote or direct the vote:
597,035
(iii) Sole power to dispose or direct the disposition of:
97,888
(iv) Shared power to dispose or direct the disposition of:
597,035
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 240.14a-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
April 26, 2017
SCHEDULE 13G
CUSIP 776650103 Page 2 of 8 Pages
CUSIP 776650103 Page 2 of 2 Pages
Page 6 of 8 Pages
Page 5 of 8 Pages
Page 8 of 8 Pages
EX-1
3
qc13gex1417.txt
EXHIBIT INDEX
Ex.
Page No.
A
Joint Filing Agreement
10
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 April 26, 2017 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
April 26, 2017