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