Sec Form 4 Filing - GRANO JOSEPH J JR @ root9B Technologies Inc. - 2015-08-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GRANO JOSEPH J JR 2. Issuer Name and Ticker or Trading Symbol root9B Technologies Inc. [ RTNB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O ROOT9B TECHNOLOGIES, 4521 SHARON ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 08/24/2015 (Street) CHARLOTTE, NC28211 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price common stock,par value $.001 08/21/2015 M( 1 ) 263,158 A $ 0.76 4,874,729 ( 2 ) I ( 2 ) Centurion Holdings, LLC

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares option to purchase (common stock, par value $.001) $ 0.76 08/21/2015 M( 1 ) 263,158 12/31/2012 12/31/2017 Common Stock, par value $0.001 per share 263,158 $ 0 ( 1 ) 1,036,842 I ( 2 ) Centurion Holdings, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GRANO JOSEPH J JR C/O ROOT9B TECHNOLOGIES 4521 SHARON ROAD, SUITE 300 CHARLOTTE, NC28211 X Chief Executive Officer Signatures /s/_Joseph J. Grano Jr. 08/24/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to Stock Option Agreement with grant date of May 20, 2014; 263,158 Options exercised with strike price of $0.76 for a total of $200,000. Each option provided the right to purchase one share of common stock, i.e. one-to-one basis. ( 2 )Aggregate of 4,874,729 shares; of which 917,738 shares owned directly by Joseph Grano, 2,736,613 shares owned indirectly by the Joseph Grano Children's Trust, 1,220,378 shares owned indirectly by Centurion Holdings, LLC. The reporting person disclaims ownership of the securities owned indirectly by the Joseph Grano Children's Trust and Centurion Holdings, LLC except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.

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).

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