Sec Form 4 Filing - GRANO JOSEPH J JR @ root9B Holdings, Inc. - 2017-01-25

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 Holdings, 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) CEO and Chairman (Last) (First) (Middle) C/O ROOT9B HOLDINGS, INC., 102 N. CASCADE AVENUE, SUITE 220 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2017 (Street) COLORADO SPRINGS, CO80919 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

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 Convertible Promissory Note $ 12 ( 1 ) 01/25/2017 P 20,833 ( 1 ) ( 2 ) 07/25/2017 01/25/2020 Common Stock 20,833 ( 1 ) ( 2 ) $ 12 ( 1 ) 20,833 ( 1 ) ( 2 ) D Common Stock Purchase Warrant ( 3 ) $ 12 01/25/2017 P 10,416 ( 2 ) 07/25/2017 01/25/2020 Common Stock 10,416 ( 2 ) $ 12 10,416 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GRANO JOSEPH J JR C/O ROOT9B HOLDINGS, INC. 102 N. CASCADE AVENUE, SUITE 220 COLORADO SPRINGS, CO80919 X CEO and Chairman Signatures /s/ Joesph J. Grano, Jr. 01/27/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In consideration of Mr. Grano?s purchase of a convertible promissory note, root9B Holdings, Inc. (the ?Company?) issued to Mr. Grano a Convertible Promissory Note in the principal amount of $250,000 (the ?Note?). The Note accrues interest at a rate of 10.00% per annum. At the option of Mr. Grano, at any time on or after July 25, 2017 and subject to the conditions described in footnote 2 to this Form 4, any and all amounts of outstanding principal and accrued interest under the Note may be converted into shares of the Company?s common stock ( ?Common Stock?), at a conversion price per share of (i) for any principal amount, $12.00 and (ii) for any amount of interest accrued, 85% of the five (5) day volume weighted average price per share of Common Stock, but in no event less than $12.00. A description of the material terms of the Note can be found in the Company?s Current Report on Form 8-K filed with the Securities and Exchange Commission (?SEC?) on January 26, 2017. ( 2 )Mr. Grano may not be issued shares of Common Stock if, after giving effect to the conversion or exercise, as applicable, Mr. Grano, together with his affiliates, would beneficially own in excess of 9.99% of the then outstanding shares of Common Stock. ( 3 )A description of the material terms of the warrants can be found in the Company?s Current Report on Form 8-K filed with the SEC on January 26, 2017.

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